LOAN AGREEMENT

                                 by and between

               JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender

                                       and

              MARKER INTERNATIONAL, a Utah corporation, as Borrower













                             Date: As of May 1, 1997



<PAGE>




                                 LOAN AGREEMENT

         This Loan  Agreement  is made as of this lst day of May,  1997,  by and
between  MARKER  INTERNATIONAL,  a Utah  corporation  ("Borrower"),  and JACKSON
NATIONAL LIFE INSURANCE COMPANY ("Lender").

                                    RECITALS

         A.  Borrower is a Utah  corporation  which has its  principal  place of
business at 2305 South 1070 West, West Valley City, Utah.  Borrower is the owner
of certain  real  estate  located  in West  Valley  City,  Utah,  consisting  of
approximately 3.2 acres, and legally described in Exhibit A hereto (the "Land"),
which is  improved  with a six story  building/office/manufacturing/distribution
facility  containing  56,608  gross  square feet and adjacent  parking that will
park 165  vehicles,  with  construction  consisting  of load bearing  walls with
supportive  steel frame,  decorative  block and  tempered  glass  exterior,  and
landscaping (collectively the "Improvements").

         B.  Borrower  has  applied  to Lender  for a loan (the  "Loan")  in the
maximum amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00)
and  Lender has  agreed to make the Loan on the terms and  conditions  contained
herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

1. DEFINED  TERMS.  The following  terms as used herein shall have the following
meanings:

         Affiliated Party: (i) if Borrower or any Affiliated Party is a  general
or limited  partnership,  the general partners thereof;  (ii) if Borrower or any
Affiliated  Party is a joint  venture,  its  joint  venture  partners;  (iii) if
Borrower is a corporation, any person or entity controlling Borrower;

         Agreement:  This  Loan  Agreement,  as originally executed or as may be
hereafter supplemented or amended from time to time in writing.

         Application: The application to PPM Finance,  Inc.  for  the Loan dated
December 9, 1996 and accepted January 21, 1997.

         Appraisal:  An appraisal  prepared by a member of a national  appraisal
organization  that has adopted the Uniform  Standards of Professional  Appraisal
Practice (USPAP)  established by the Appraisal  Standards Board of the Appraisal
Foundation.   The  appraiser  shall  use  assumptions  and  limiting  conditions
established by Lender,  and the appraisal  shall be in conformity  with Lender's
appraisal guidelines and the requirements of the Application.


                                       1
<PAGE>



         Building  Laws:  All  federal,  state  and  local  laws,   regulations,
ordinances and  requirements  applicable to the development and operation of the
Project,  including without limitation all access,  building,  zoning, planning,
subdivision,    fire,   traffic,   safety,   health,   labor,    discrimination,
environmental,   air  quality,  wetlands,   shoreline,  and  flood  plain  laws,
regulations  and  ordinances,  including,  without  limitation,  all  applicable
requirements  of the Fair Housing Act of 1988 (as amended),  the Americans  with
Disabilities  Act of 1990,  and all orders or  decrees  of any court  adopted or
enacted with respect thereto applicable to the Project.

         Commitment: The commitment to make the Loan issued by PPM Finance, Inc.
on behalf of Lender,  dated January 21, 1997,  including the terms  contained in
the Application.

         Default:  Any event which, if it were to continue uncured,  would, with
notice or lapse of time or both, constitute an Event of Default (as such term is
defined in Section 7.1 of this Agreement).

         Default Rate: The default interest rate specified in the Note.

         ERISA: Employee Retirement Income Security Act of 1974, as amended, and
the regulations promulgated thereunder from time to time.

         Governmental Approvals:  The  meaning set forth in Section 4.11 of this
Agreement.

         Governmental  Authoritv:   Any  federal,  state,  county  or  municipal
government,    or   political   subdivision   thereof,   any   governmental   or
quasi-governmental  agency, authority,  board, bureau,  commission,  department,
instrumentality,  or public  body,  or any court,  administrative  tribunal,  or
public utility.

         Improvements: The meaning set forth in Recital A.

         Indemnity Agreement:  The indemnity agreement described in Section 2.2
of this Agreement, as originally executed or as may be hereafter supplemented or
amended from time to time in writing.

         include or including: Including but not limited to.

         Indemnitors: [None]

         Internal Revenue Code: The Internal Revenue Code of 1986,  as  amended,
and the regulations promulgated thereunder from time to time.

         knowledge:   When used to modify a representation  or warranty,  actual
knowledge  or such  knowledge as a  reasonable  person  under the  circumstances
should have after diligent inquiry and investigation.

                                       2

<PAGE>



          Land: The land legally described in Exhibit A hereto.

         Laws: Collectively, all federal, state and local laws, statutes, codes,
ordinances  orders,  rules  and  regulations,  including  judicial  opinions  or
precedential authority in the applicable jurisdiction.

         Loan Documents: This Agreement, the documents and instruments listed in
Section 2.2 of this  Agreement,  and all the documents given to Lender from time
to time to secure the Loan.

         Loan Maturity: The Maturity Date (as defined in the Note).

         Loan Opening Date: The date of the disbursement of the Loan.

         Mortgage:  The mortgage,  deed of trust,  security deed, deed to secure
debt or similar  instrument  described  in  Section  2.2 of this  Agreement,  as
originally executed or as may be hereafter  supplemented or amended from time to
time in writing.

         Note: The mortgage note described in Section 2.2 of this Agreement,  as
originally executed or as may be hereafter  supplemented or amended from time to
time in writing.

         Permitted Exceptions: Those matters listed in Exhibit B hereto to which
the interest of Borrower in the Real  Property may be subject and any such other
title exceptions or objections,  if any, as Lender, or its counsel,  may approve
in advance in writing.

         Proiect or Property:  The Land together with all buildings,  structures
and  other  improvements  located  or to be  located  thereon  and  all  rights,
privileges,  easements,  hereditaments and appurtenances,  "hereunto relating or
appertaining,  including  parking  for at least 165  vehicles,  but in any event
parking in compliance  with any applicable  zoning  ordinance and tenant leases,
and all personal  property,  fixtures and  equipment  required or used (or to be
used) for the operation thereof.

         Real Property: That portion of the Project constituting real property.

         Title  Insurer:  First  American  Title  Company of Utah, or such other
title  insurance  company  licensed in the State of Utah,  as may be approved by
Lender in connection with the Loan.

         Defined terms may be used in the singular or the plural.   When used in
the  singular  preceded  by "a",  "an",  or "any",  such term  shall be taken to
indicate one or more members of the relevant class When used in the plural, such
term shall be taken to indicate all members of the relevant class.


                                       3
<PAGE>



2. TERMS OF LOAN AND DOCUMENTS.

         2.1.  Agreement  to  Borrow  and  Lend.  Subject  to all of the  terms,
provisions and conditions set forth in this Agreement, Lender agrees to make and
Borrower  agrees to accept the Loan described in the Recitals of this Agreement.
Borrower  agrees  to pay all  indebtedness  evidenced  and  secured  by the Loan
Documents in accordance with the terms thereof.

         2.2.  Loan  Documents.  In  consideration  of Lender's  entry into this
Agreement and Lender's agreement to make the Loan, Borrower agrees that it will,
in  sufficient  time for  review by  Lender  and its  counsel  prior to the Loan
Opening  Date,  execute  and deliver or cause to be executed  and  delivered  to
Lender the following documents and instruments in form and substance  acceptable
to Lender:

          (a) A promissory  note ("Note") from Borrower  payable to the order of
     Lender in the original  principal  amount of Two Million Two Hundred  Fifty
     Thousand Dollars ($2,250,000.00);

          (b) A deed of  trust,  security  agreement,  and  financing  statement
     ("Mortgage")  on Borrower's  fee simple estate in the Project  securing the
     Note, subject only to the Permitted Exceptions;

          (c) An  assignment  to Lender of all rents and all  leases,  licenses,
     concessions and other similar agreements  relating to or connected with the
     Project which shall be a present first priority absolute  assignment of all
     present and future leases of all or any part of the Project, all guarantees
     and all rents and other sums payable thereunder;

          (d) A security  agreement  granting Lender a security  interest in all
     personal property, tangible and intangible,  owned or hereafter acquired by
     Borrower  including  bank  accounts,  accounts  receivable,  all impound or
     reserve  accounts  required  in the Loan  Documents,  and other  intangible
     property, which agreement may be combined with the Mortgage;

          (e)  Uniform  Commercial  Code  financing  statements,  in  duplicate,
     executed  by  Borrower  as  debtor  with  respect  to all  of the  personal
     property;

          (f) An  assignment  to Lender of all of  Borrower's  right,  title and
     interest  in and to all  agreements  and other  documents  relating  to the
     ownership,  development,  operation,  construction,  or use of the Project,
     including  any  management   agreements,   contracts,   leases,   licenses,
     warranties and guaranties  relating to the Project,  together with consents
     thereto by any third  parties  to such  agreements  as Lender  may  require
     thereof;

          (g) An indemnity  agreement with respect to certain matters  including
     environmental covenants (the "Environmental Indemnity");

          (h) A subordination  agreement between Lender, Borrower and the tenant
     of the Property;


                                       4
<PAGE>



          (I) Any other documents required by the Commitment; and

          (j)  Such  other  papers  and  documents  as may be  required  by this
     Agreement or as Lender may reasonably require.

          2.3. Terms of the Loan. The Loan will bear interest for the period and
at the rate set forth in the Note. The unpaid principal balance, all accrued and
unpaid  interest and all other sums due and payable under the Note or other Loan
Documents, if not sooner paid, shall be paid in full at Loan Maturity.

          2.4. Prepayments.  Borrower shall have no right to make prepayments of
the Loan in whole or in part except in accordance with the terms of the Note.

          2.5.  Conditions  to  Disbursement.  Borrower  agrees to  perform  and
satisfy all conditions  precedent to the  disbursement  of the Loan set forth in
the Application, including those set forth in sections 2.4 (Third Party Reports)
and 3 (The Closing) thereof.

          2.6. Sources and Uses.  Borrower  shall  use  the proceeds of the Loan
solely for the purposes set forth in Exhibit C.

3. BORROWER'S  COVENANTS.  Borrower further  covenants and agrees with lender as
follows:

          3.1. Escrow Deposits.

          (a)  Borrower  shall  deposit  monthly  with Lender a sum equal to one
     twelfth (1/12) of the amount  estimated by Lender to be required to pay, at
     least thirty (30) days prior to their  respective due dates,  annual taxes,
     assessments, and insurance premiums for the Project (the "Escrow Account").
     Lender  shall not pay interest on or segregate  the Escrow  Account  unless
     required to do so under  applicable law. If Lender is required to segregate
     the Escrow Account, Borrower shall execute such documents as Lender, in its
     sole  discretion,  deems necessary to perfect its security  interest in the
     Escrow  Account.  On the Loan Opening Date,  Borrower shall make an initial
     deposit with Lender of a sum equal to  one-twelfth  (l/12) of the estimated
     yearly  property  taxes and  assessments  plus a sum  equal to  one-twelfth
     (1/12) of the annual insurance premiums, multiplied by the number of months
     elapsed in the respective billing periods.  For example,  if taxes are paid
     every six (6)  months  (in June and  December)  and the Loan  Opening  Date
     occurs in March, the initial real estate tax impound would be four-twelfths
     (4/12) of the estimated yearly property tax.

          (b) The Escrow  Account is hereby  pledged as additional  security for
     the Loan and shall be held to be  irrevocably  applied for the purposes for
     which made  hereunder  and shall not be subject to the direction or control
     of Borrower;  provided,  however,  that neither  Lender nor any  depositary
     holding  such funds shall be liable for any failure to apply to the payment
     of taxes and  assessments  or  insurance  premiums  any amount so deposited
     unless (i)  Borrower  shall have  requested  Lender or said  depositary  in
     

                                       5
<PAGE>



     writing  to  make  application  of  such  funds  to  the  payment  of   the
     particular taxes or assessments or the payment of the particular  insurance
     premiums  as the case may be,  accompanied  by the bills for such taxes and
     assessments  or  insurance  premiums,  (ii) there shall exist no Default or
     Event of Default hereunder or under any of the Loan Documents,  (iii) there
     are sufficient  funds in the Escrow  Account to pay the  particular  taxes,
     assessments or insurance premiums and (iv) following payment of such taxes,
     assessments or insurance premiums,  the Escrow Account will be "in balance"
     in the reasonable opinion of Lender.

          3.2. Payment of Taxes.  Borrower shall pay all special assessments and
     all real  estate  taxes,  assessments  and  charges  of every kind upon the
     Project before the same become delinquent; provided, however, that Borrower
     shall  have the right to pay any such tax  under  protest  or to  otherwise
     contest any such tax, assessment or charge but only if (i) such contest has
     the effect of preventing the collection of such taxes so contested and also
     prevent the sale or  forfeiture  of the Project or any part  thereof or any
     interest  therein,  (ii) Borrower has notified Lender in writing in advance
     of its intent to contest  such  taxes,  and (iii)  Borrower  has  deposited
     security in form and amount  satisfactory to Lender,  in its sole judgment,
     and  increases  the amount of such  security so  deposited  promptly  after
     Lender's request  therefor.  If Borrower fails to commence such contest or,
     having  commenced to contest the same,  and having  deposited such security
     required by Lender for its full amount,  shall thereafter fail to prosecute
     such  contest  in good  faith  or with  due  diligence,  or,  upon  adverse
     conclusion of any such contest,  shall fail to pay such tax,  assessment or
     charge,  Lender may at its election (but shall not be required to), pay and
     discharge any such tax,  assessment or charge,  and any interest or penalty
     thereon,  and any  amounts  so  expended  by  Lender  shall  be  deemed  to
     constitute  disbursements of the Loan proceeds hereunder (even if the total
     amount of disbursements  would exceed the face amount of the Note).  Lender
     in making any payment hereby authorized  relating to taxes and assessments,
     may do so according to any bill,  statement or estimate  procured  from the
     appropriate  public office without  inquiry into the accuracy of such bill,
     statement  or estimate or into the validity of any tax,  assessment,  sale,
     forfeiture, tax lien or title or claim thereof.

          3.3. Maintenance of Insurance.

          (a)  Insurance  Coverage  Requirements:  Borrower  shall  maintain the
     following insurance coverages,  all in forms, with companies and in amounts
     satisfactory to Lender:

                   i. All risk/open perils special form property  insurance must
     be  in  force  with limits of 100% replacement  cost.    Borrower agrees to
     furnish upon Lender's request evidence of replacement  costs,  without cost
     to Lender, such as are regularly and ordinarily made by insurance companies
     to determine such replacement  cost. If a coinsurance  clause is in effect,
     an agreed amount  endorsement  is required.  Blanket  policies must include
     limits by property  location.  The coverage  shall insure the Real Property
     and all tangible personal property.

                   ii.  Broad form boiler and  machinery  coverage,  including a
     form of business income, must be in force if any such item is located on or
     about the Real Property.

                                        6
<PAGE>



                  iii. If  available,  flood  insurance  must be in force if the
     Real  Property is located in a special  flood hazard area  according to the
     most  current  flood  insurance  rate map issued by the  Federal  Emergency
     Management  Agency.  The coverage  shall  include the Real Property and the
     tangible personal property.

                  iv. A form of business income coverage must be in force in the
     amount of 80% of one year's  business  income  from the  Property.  Blanket
     policies must include limits by property location.

                  v.  Comprehensive/general  liability coverage must be in force
     with a  $3,000,000  combined  single  limit per  occurrence  with a minimum
     aggregate limit of $5,000,000.  Umbrella/excess  liability insurance may be
     used to satisfy this  requirement.  Liquor  liability  coverage  must be in
     force if applicable law may impose liability on those selling,  serving, or
     giving  alcoholic  beverages to others and if such  beverages will be sold,
     served or given on the Real Property.

                  vi. Such additional coverages appropriate to the property type
     and site location as Lender may require.  Additional  coverages may include
     earthquake,  mine subsidence,  sinkhole,  personal  property,  supplemental
     liability, or coverages of other property-specific risks.

          (b) Insurance Procedures:

                  i. How Lender  Should Be Named.  On all property  policies and
     coverages (including coverage against loss of business income), Lender must
     be named as "first  mortgagee"  under a standard  mortgage  clause.  On all
     liability  policies and  coverages,  Lender must be named as an "additional
     insured."  Lender  should be  referred  to  verbatim  as  follows:  Jackson
     National Life Insurance Company and its successors, assigns and affiliates,
     as their interest may appear;  c/o PPM Finance,  Inc., 225 W. Wacker Drive,
     Suite 1200, Chicago, Illinois 60606.

                  ii. Rating. The insurance carrier must be rated A, Class VIII,
     or better by Best's Rating  Service,  without regard to its parent's or any
     reinsurer's rating.

                  iii. Deductible.  The  maximum deductible on all coverages and
     policies is $25,000.

                  iv. Notices.  Changes and Renewals.  All policies must require
     the  insurance  carrier to give Lender a minimum of thirty (30) days notice
     in the event of  modification,  cancellation or  non-renewal.  Any vacancy,
     change of title,  tenant  occupancy  or use,  physical  damage,  additional
     improvements  or other factors  affecting  any  insurance  contract must be
     reported to the Lender  immediately.  Borrower  must provide  Lender with a
     paid insurance  agent's receipt for all current coverages unless such bills
     are  paid  by  Lender  from  proceeds  on  deposit  in the  Escrow  Account
     established  pursuant to Section 3.1 An original or certified  copy of each
     policy is required at Loan  Opening  and upon  renewal.  If no such copy is
     
                                       7

<PAGE>



     available,  Lender will accept a binder for a period not to exceed 90 days.
     All binders, certificates of insurance, and original or certified copies of
     policies  must  name  Borrower  as a  named  insured,  or as an  additional
     insured,  must include the complete and accurate  property address and must
     bear the original signature of the issuing insurance agent.

                  v. No Other  Insurance.  Borrower  shall not take out separate
     insurance concurrent in form or contributing in the event of loss with that
     required to be maintained hereunder unless Lender is included thereon under
     a standard,  noncontributory  Lender clause acceptable to Lender.  Borrower
     shall  immediately  notify Lender  whenever any such separate  insurance is
     taken out and shall  promptly  deliver  to Lender  the  original  policy or
     policies of such insurance.

          (c) Lender's Right to Obtain Insurance:  Notwithstanding  this Section
     3.3, in the event of Borrower's  Default under this  Agreement or a default
     under any of the Loan  Documents,  Lender shall have the right (but not the
     obligation)  to place and  maintain  insurance  required  to be placed  and
     maintained  by Borrower  hereunder,  and use funds on deposit in the Escrow
     Account  for the  payment  of  insurance  to pay for same.  Any  additional
     amounts expended therefor shall constitute additional disbursements of Loan
     proceeds (even if the total amount of  disbursements  would exceed the face
     amount of the Note).

          3.4. Mechanics' Liens and Contest Thereof. Borrower will not suffer or
permit any mechanics' lien claims to be filed or otherwise  asserted against the
Project  and will  promptly  discharge  the same if any  claims  for lien or any
proceedings  for the  enforcement  thereof  are  filed or  commenced;  provided,
however,  that  Borrower  shall have the right to contest in good faith and with
due  diligence  the  validity of any such lien or claim upon  furnishing  to the
Title  Insurer such  security or indemnity as it may require to induce the Title
Insurer to insure against all such claims,  liens or  proceedings;  and provided
further  that Lender will not be required to make any further  disbursements  of
the Loan  proceeds  unless (x) any  mechanics'  lien  claims  shown by any title
insurance commitments or interim binders or certifications have been released or
insured  against by the Title Insurer or (y) Borrower shall have provided Lender
with such other  security  with  respect to such claim as may be  acceptable  to
Lender, in its sole discretion.

          3.5.  Settlement of  Mechanics'  Lien Claims.  If Borrower  shall fail
promptly to discharge any mechanics'  lien claim filed or otherwise  asserted or
to contest any such claims and give security or indemnity in the manner provided
in Section 3.4 hereof,  or,  having  commenced  to contest the same,  and having
given such  security or  indemnity,  shall  thereafter  fail to  prosecute  such
contest in good faith or with due diligence,  or fail to maintain such indemnity
or  security so required  by the Title  Insurer  for its full  amount,  or, upon
adverse  conclusion  of any such  contest,  shall fail to cause any  judgment or
decree to be satisfied and lien to be promptly  released,  then, and in any such
event,  Lender may, at its  election  (but shall not be required to) (i) procure
the release and discharge of any such claim and any judgment or decree  thereon,
without inquiring into or investigating  the amount,  validity or enforceability
of such lien or claim and (ii) effect any  settlement or compromise of the same,
or may furnish such security or indemnity to the Title insurer,  and any amounts

                                       8







<PAGE>



so  expended  by  Lender,  including  premiums  paid or  security  furnished  in
connection  with the issuance of any surety  company  bonds,  shall be deemed to
constitute  disbursements  of the Loan  proceeds  hereunder  (even if the  total
amount of disbursements would exceed the face amount of the Note).

          3.6. Maintenance.  Repair  and  Restoration  of Improvements. Borrower
shall (i) promptly repair,  restore or rebuild any improvements which may become
damaged or be destroyed;  and (ii) keep the  Improvements  in good condition and
repair, without waste.

          3.7.  Leases and Lease  Reports.  (i)  Borrower  shall not enter into,
modify,  amend,  waive any material provision of, terminate or cancel any leases
of space in the  Project  without  the prior  written  consent of Lender and all
lessees shall be required at Lender's election to execute estoppel  certificates
and  subordination,  non-disturbance  and  attornment  agreements  in  form  and
substance  satisfactory  to Lender;  and (ii) within fifteen (15) days following
the end of each month,  Borrower  shall  deliver to Lender a report  showing the
status of the leasing of space in the Project certified by Borrower. Such report
shall  include  information  on the amount of space  covered  by any  letters of
intent,  leases out for execution,  and fully executed leases;  the rental under
each  lease  agreement  or  proposed  lease  agreement;  the term of each  lease
agreement; and a summary of any terms which vary from the standard form of lease
previously approved by Lender.

          3.8.  Compliance  With Laws.  Borrower shall promptly  comply with all
applicable Laws of any Governmental  Authority having jurisdiction over Borrower
or the Project,  and shall take all actions  necessary to bring the Project into
compliance with all applicable Laws,  including without  limitation all Building
Laws (whether now existing or hereafter enacted).

          3.9.  Alterations.  Without  the  prior  written  consent  of  Lender,
Borrower  shall not make any  material  alterations  to the Project  (other than
completion of tenant world  required in accordance  with leases  entered into in
accordance with the terms of this Agreement).

          3.10. Personal  Property.  (i)  All  of  Borrower's personal property,
fixtures, furnishings,  furniture,  attachments and equipment located on or used
in connection with the Project, shall always be located at the Project and shall
also be kept free and clear of all chattel mortgages,  conditional vendors liens
and all other liens,  encumbrances and security  interests of any kind whatever,
(ii) Borrower will be the absolute  owner of said personal  property,  fixtures,
attachments and equipment,  and (iii) Borrower shall, from time to time, furnish
Lender  with  evidence  of such  ownership  satisfactory  to  Lender,  including
searches of applicable public records.

          3.11.  Prohibition  Against Cash Distributions and Application of Cash
          Flow.

Borrower  shall  first  apply  all cash  flow from the  Project  to pay  Project
expenses,  including  amounts due to Lender pursuant to the Loan  Documents.  No
cash flow from the Project shall be  distributed  to any partners of Borrower or
applied to the payment of any obligations,  debts or expenses not related to the
Project  if an Event  of  Default  has  occurred  or if  there  is a  reasonable
likelihood that such money will be necessary for the operation of the Project or
the payment of principal and interest due in  connection  with the Loan Borrower
shall not make any loans to any party  without  the  prior  written  consent  of
Lender.

                                       9
<PAGE>



          3.12.  Inspection  by.  Borrower  will  cooperate  (and will cause the
managing  agent to cooperate)  with Lender in arranging for  inspections  of the
Project from time to time by Lender and its agents and representatives.

          3.13.  Furnishing  Information.  Borrower shall deliver or cause to be
delivered  to Lender  annual  (and at any time  requested  by Lender in its sole
discretion,  quarterly)  financial  statements for Borrower and annual financial
statements  for  Indemnitor as soon as available and in all events no later than
one  hundred  twenty  (120) days after the close of each  fiscal year for annual
statements  and thirty (30) days after the close of each  quarter for  quarterly
statements.  The annual and quarterly  statements shall be certified as true and
correct by an authorized  financial  officer of Borrower or  Indemnitor,  as the
case may be. If a  Default  has  occurred  or Lender  reasonably  believes  that
previously provided financial  statements are inaccurate,  the annual statements
shall be  audited by  certified  public  accountants  acceptable  to Lender.  If
Borrower  has leased any portion of the Project,  Borrower  shall also furnish a
current  rent  roll  for the  Project  at the  time it  delivers  its  financial
statements. Additionally, Borrower will:

                   i. promptly  supply  Lender  with such information concerning
          their respective  affairs and property relating to the development and
          operation of the Project as Lender may hereafter  request from time to
          time;

                   ii. at  any  time during regular business hours permit Lender
          or any of its agents or  representatives to have access to and examine
          all of its books and records  regarding the  development and operation
          of the Project;

                   iii. permit  Lender  to  copy and make abstracts from any and
          all of such books and records;

                   iv. immediately notify Lender if Borrower receives any actual
          notice,  action or lien  notice or  otherwise  becomes  aware that the
          Project  violates or is alleged to violate any  Building  Law, or of a
          condition or situation on the Property which will constitute violation
          of a Building Law (whether  now  existing or hereafter  enacted).  The
          notice to Lender shall  describe with  particularity  the Building Law
          violation and the Borrower's  plan to promptly  correct the violation;
          and

                   v. provide  any  information  requested by Lender at any time
          with respect to the "Sims (R)" lawsuit; and

                   vi. promptly  furnish  to Lender other information concerning
          the Borrower as is reasonably requested from time to time by Lender.

         3.14.  Documents of Further  Assurance.  Borrower  shall,  from time to
time, upon Lender's request, execute, deliver, record and furnish such documents
as Lender may reasonably deem necessary or desirable to (i) perfect and maintain
perfected  as valid  liens upon the  Project,  the liens  granted by Borrower to
Lender under the  Mortgage and the  collateral  assignments  and other  security
interests under the other Loan Documents as contemplated by this Agreement, (ii)
correct  any  errors  of  a  typographical  nature  or inconsistencies which may

                                       10
<PAGE>



be  contained  in any of the Loan  Documents,  and  (iii)  consummate  fully the
transaction contemplated under this Agreement.

         3. 15. Furnishing Reports. Borrower shall provide Lender promptly after
receipt with copies  of  all  inspections,   reports,  test  results  and  other
information  received by Borrower from time to time from its employees,  agents,
representatives,  architects  and  engineers,  which  in any way  relate  to the
Project, or any part thereof.

         3.16.  Operation  of Project and Zoning.  As long as any portion of the
Loan remains outstanding,  the Project shall be operated in a first class manner
as a commercial  office building and  manufacturing  and distribution  facility.
Borrower shall fully and faithfully perform all of its covenants, agreements and
obligations under each of the leases of space in the Project. Borrower shall not
initiate or acquiesce in a zoning variation or reclassification without Lender's
consent.

         3.17.  Management  Agents' and Brokers'  Contracts.  Borrower shall not
enter into, modify,  amend, waive any material provision of, terminate or cancel
any management  contracts for the Project or agreements  with agents or brokers,
without the prior written approval of Lender.

         3.18. Furnishing Notices.  Borrower  shall  deliver to Lender copies of
all  material   notices  received  or  given  by  Borrower  (or  its  agents  or
representatives) in connection with the Project.

         3.19.  Indemnification.  Borrower  shall  indemnify,  defend  and  hold
Lender, and its officers,  directors,  employees,  shareholders,  advisers,  and
agents  (collectively,  "Indemnified  Parties")  harmless  from and  against all
claims,  injury,  damage, loss, costs (including  attorneys' fees and costs) and
liability of any and every kind incurred by Indemnified Parties by reason of (i)
the operation or maintenance of the Project or any  construction at the Project;
(ii) the payment of any brokerage  commissions  or fees of any kind with respect
to the  Commitment or the Loan,  and for any legal fees or expenses  incurred by
Lender in connection  with any claims for such  commissions  or fees;  (iii) any
other action or inaction by, or matter which is the responsibility of, Borrower;
and (iv) the breach of any  representation or warranty or failure to fulfill any
of Borrower's  obligations under this Agreement or any other Loan Document.  The
foregoing  indemnity  shall  include  the cost of all  alterations,  repairs and
replacements  to  the  Project  (including  without  limitation   architectural,
engineering, legal and accounting costs), all fines, fees and penalties, and all
legal and other expenses  (including  attorneys'  fees),  incurred in connection
with the Project  being in violation  of the  Building  Laws and for the cost of
collection of the sums due under this  indemnity,  whether or not Borrower is in
possession  of the  Property.  If Lender shall become the owner of or acquire an
interest  in or  rights  to the  Project  by  foreclosure  or  deed  in  lieu of
foreclosure  of the deed of trust  securing  payment  of the  Loan,  or by other
means, the foregoing  indemnification  obligation shall survive such foreclosure
or deed in lieu of foreclosure or other acquisition of the Project

         3.20. Partnership Agreement.  Without  the  prior  written  consent  of
Lender, Borrower shall not permit or suffer any amendment or modification of its


                                       11

<PAGE>

partnership  agreement,  and shall not permit or suffer the admission of any new
partner, except as permitted pursuant to Section 6.3.

         3.21. Lost Note.  Borrower shall, if the Note is mutilated,  destroyed,
lost, or stolen,  promptly deliver to Lender,  in substitution  therefor,  a new
promissory  note  containing  the same terms and  conditions  as the Note with a
notation thereon of the unpaid principal accrued and unpaid interest.

         3.22. Publicity.  During  the  term  of  the  Loan, Lender may issue or
publish releases or announcements  stating that the financing for the Project is
being provided by Lender to Borrower, and Borrower hereby consents thereto.

         3.23. [Intentionally left blank]

         3.24. Lender's  Attornevs' Fees and Expenses.  If at any time hereafter
prior to repayment  of the Loan in full,  Lender  employs  counsel for advice or
other  representation  (whether  or not any suit has been or shall be filed  and
whether or not other legal  proceedings have been or shall be instituted and, if
such suit is filed or legal proceedings instituted,  through all administrative,
trial,  and appellate  levels) with respect to the Loan, the Project or any part
thereof, this Agreement or any of the Loan Documents,  including any proposed or
actual  restructuring  of the Loan, or to protect,  collect,  lease,  sell, take
possession  of, or liquidate  any of the  Project,  or to attempt to enforce any
security  interest  or lien on any of the  Project,  or to enforce any rights of
Lender or any of Borrower's  obligations hereunder or those of any other person,
firm or corporation which may be obligated to Lender by virtue of this Agreement
or any other agreement, instrument or document heretofore or hereafter delivered
to Lender by or for the  benefit of  Borrower,  or to analyze and respond to any
request for consent or approval made by Borrower,  then, in any such event,  all
of the attomeys' fees and expenses arising from such services, and all expenses,
costs and charges relating  thereto,  shall be paid by Borrower on demand and if
Borrower fails to pay such fees,  costs and expenses  payment  thereof by Lender
shall be deemed to constitute  disbursement of the Loan proceeds hereunder (even
if the total amount of  disbursements  would exceed the face amount of the Note)
and shall constitute additional  indebtedness of Borrower to Lender,  payable on
demand and secured by the Mortgage and other Loan Documents.

         3.25.  Loan Expenses.  Borrower agrees to pay all expenses of the Loan,
including all amounts payable  pursuant to Section 3.26 of this  Agreement,  and
also including all recording charges, title insurance charges, costs of surveys,
costs for certified copies of instruments,  escrow charges,  fees,  expenses and
charges of  architectural/engineering  consultants of Lender,  fees and expenses
(including word processing and photocopying expenses) of Lender's attorneys, and
all costs and expenses  incurred by Lender in connection with the  determination
of whether  Borrower has performed the obligations  undertaken by Borrower under
this Agreement or has satisfied any conditions  precedent to the  obligations of
Lender under this Agreement. All such expenses, charges, costs and fees shall be
the Borrower's  obligation  regardless of whether the Loan is disbursed in whole
or  in  part unless such failure to disburse is due to Lender's wrongful failure

                                       12
<PAGE>





                                                           


to disburse hereunder.  Any  and  all  advances or payments made by Lender under
this Agreement from time to time, or for fees of  architectural  and engineering
consultants  and  attorneys'  fees and  expenses,  if any,  and all  other  Loan
expenses  shall,  as  and  when  advanced  or  incurred  by  Lender,  constitute
additional  indebtedness  evidenced  by the Note and secured by the Mortgage and
the other  Loan  Documents  to the same  extent  and  effect as if the terms and
provisions  of  this  Agreement  were  set  forth  therein,  whether  or not the
aggregate of such  indebtedness  shall exceed the  aggregate  face amount of the
Note.

          3.26. Loan Fees. Borrower agrees to pay the loan fees ("Loan Fees") as
are set forth in the  Commitment,  subject to the terms and conditions set forth
therein.  Borrower  shall  pay all  Loan  Fees at the  times  set  forth  in the
Commitment  and shall pay all  expenses  incurred by Lender at the Loan  Opening
Date and on demand at such subsequent times as Lender may determine.  Lender may
require the payment of such fees and expenses as a condition to the disbursement
of the Loan.

4. REPRESENTATIONS AND WARRANTIES.  To  induce  Lender to execute this agreement
and perform the obligations of Lender hereunder,  Borrower hereby represents and
warrants to lender as follows:

         4.1. Title. On the Loan Opening Date and thereafter, Borrower will have
good and marketable  fee simple title to the Real Property,  subject only to the
Permitted Exceptions.

         4.2. No Litigation. Except for claims fully covered by insurance, where
the  insurance  company is  defending  such claims and such defense is not being
provided  under a reservation  of rights,  and except as disclosed in writing to
Lender prior to the date hereof,  there is no pending  litigation or unsatisfied
judgment  entered of record  against the Borrower or Project.  No  litigation or
proceedings are pending, or to Borrower's knowledge are threatened,  against any
Affiliated  Party (i) which might affect the validity or priority of the lien of
the Mortgage,  (ii) which might affect the ability of Borrower or any Indemnitor
to perform their respective  obligations  pursuant to and as contemplated by the
terms and  provisions of this Agreement and the other Loan  Documents,  or (iii)
which could  materially  affect the  operations  or  financial  condition of the
Project, the Borrower, or any Affiliated Party.

         4.3.  Due  Authorization.  The  execution  and  delivery  of  the  Loan
Documents  and all other  documents  executed  or  delivered  by or on behalf of
Borrower and  pertaining  to the Loan have been duly  authorized  or approved by
Borrower  and,  when  executed  and  delivered  by Borrower or when caused to be
executed and delivered on behalf of Borrower,  will constitute the legal,  valid
and binding  obligations of the obliger thereon,  enforceable in accordance with
their  respective  terms except as limited by bankruptcy,  insolvency,  or other
laws of general  application  relating to the enforcement of creditor's  rights,
and the payment or performance thereof will be subject to no offsets,  claims or
defenses of any kind or nature whatsoever.

         4.4. Breach  of  Laws  or  Agreements.   The  execution,  delivery  and
performance of this Agreement and the other Loan Documents have not  constituted
(and will not, upon the giving of notice or lapse of time or both, constitute) a
breach or default under any other  agreement to which Borrower or any Indemnitor


                                       13
<PAGE>

is a party or may be bound or  affected,  or a  violation  of any Law  which may
affect the Project, any part thereof, any interest therein, or the use thereof.

         4.5.  Leases.  Borrower and its agents have not entered into any leases
or other  arrangements  for  occupancy of space within the Project  except for a
lease with DNR USA,  Inc., a Delaware  corporation,  as shown on the most recent
rent roll  furnished to Lender (the "Rent  Roll") or entered into in  accordance
with the  requirements of this Agreement.  All leases disclosed on the Rent Roll
are in full force and effect and to Borrower's knowledge,  there are no existing
defaults thereunder other than as disclosed in writing to Lender.

         4.6. Condemnation.  (i)No  condemnation  of any portion of the Project,
(ii)no  condemnation  or  relocation of any roadways  abutting the Project,  and
(iii) no  denial  of  access  to the  Project  from any  point of  access to the
Project,  has commenced  or, to Borrower's  knowledge,  is  contemplated  by any
Governmental Authority.

         4.7.  Condition of Improvements.  To the best of Borrower's  knowledge,
the foundations and structure of the Improvements are structurally sound and the
various  mechanical  systems have  adequate  capacities  and are in good working
condition. The Improvements were built in substantial compliance with applicable
plans and specifications  furnished to the Lender's engineering consultant,  and
the  Improvements  are in full  compliance  with all  applicable  Building Laws.
Certificates  of  occupancy  with  respect  to the  Improvements,  and any other
certificates  which may be required to evidence  compliance  with building codes
and  permits  and  approval  for  full  occupancy  of the  Improvements  and all
installations therein have been issued by all appropriate authorities.  Borrower
has no knowledge of required capital  expenditures or deferred maintenance other
than those that would be  normally  expected  for a building  of similar age and
type. No notice of violation of any Building Law has been received.

         4.8.  Information Correct. All financial statements furnished to Lender
by Borrower or any Affiliated  Party fairly  present the financial  condition of
such  persons or  entities  and were  prepared  in  accordance  with a method of
preparation approved by Lender,  consistently applied, and all other information
previously furnished by Borrower or any Affiliated Party to Lender in connection
with the Loan are true, complete and correct in all respects except as otherwise
disclosed  to  Lender in  writing  and do not fail to state  any  material  fact
necessary  to make the  statements  made not  misleading.  Neither  Borrower nor
Inderunitor  has  misstated  or failed to disclose to Lender any  material  fact
relating to: (i) the condition, use or operation of the Project, (ii) the status
or any  material  condition  of any tenant or lease at the Project  known to it,
(iii)  the  Borrower,  (iv) any  Indemnitor;  or (v) the  litigation  disclosure
provided by Borrower  and each  Indemnitor,  except as  disclosed  in writing to
Lender prior to the date hereof.

         4.9.  Material  Adverse  Change.  No  material  adverse  change  in the
operations or financial  condition of Borrower has occurred since the respective
effective dates of their financial  statements  previously  submitted to Lender,
and no material  adverse change in the condition  (physical or otherwise) of the
Project has occurred since the date of the Application.

         4 10. Solvency.  Neither Borrower,  any general partner of Borrower nor
any  Indemnitor  is (a)  currently  insolvent on a balance  sheet basis,  or (b)


14
<PAGE>
currently  unable  to pay its  debts as they  come  due;  and no  bankruptcy  or
receivership proceedings are contemplated or pending as to any of them.

          4.11. Zoning. The use of the Project (including contemplated accessory
uses) does not violate (i) any Law  (including  subdivision,  zoning,  building,
environmental protection and wetlands protection Laws), or (ii) any restrictions
of record, or any agreement  affecting the Project or any part thereof.  Without
limiting the generality of the foregoing, all consents, licenses and permits and
all other authorizations or approvals (collectively,  "Governmental  Approvals")
relating to the operation of the Project have been complied with.

          4.12. Utilities.  The Project has adequate water,  gas  and electrical
supply, storm and sanitary sewerage facilities, other required public utilities,
fire and police protection,  and means of appropriate access between the Project
and public highways.

          4.13.  Brokerage Fees. No brokerage fees or commissions are payable by
or to any person in connection  with this  Agreement or the Loan to be disbursed
hereunder  other than fees payable to Bonneville  Mortgage  Company,  which fees
shall be paid by Borrower.

          4.14. Encroachments.  No  building or other improvement in the Project
encroaches upon any building line, setback line, side yard line, or any recorded
or visible  easement (or other  easement of which Borrower has knowledge of with
respect to the Project).

          4.15. Separate Parcel.  The Project is taxed separately without regard
to any  other  property  and for all  purposes  the  Project  may be  mortgaged,
conveyed, and otherwise dealt with as an independent parcel.

          4.16.  ERISA.  The  assets of  Borrower  are not "plan  assets" of any
employee  benefit plan covered by ERISA or Section 4975 of the Internal  Revenue
Code. The  transactions  contemplated by this Loan Agreement by or with Borrower
are not in violation of state statutes  regulating  investments of and fiduciary
obligations with respect to "governmental plans, "as defined in Section 3(32) of
ERISA.

          4. 17. No Default.  No Default or Event of Default has occurred and is
continuing.

          4.18. Trade Name; Principal Place of Business.  Borrower uses no trade
name  other  than its  actual  name set forth  herein.  The  principal  place of
business of Borrower is as stated on page 1 hereof.

          4. 19. FIRPTA.  Borrower  is not a "foreign person" within the meaning
of Sections 1445 or 7701 of the Internal Revenue Code.

          4.20. RICO.  Borrower has not been charged with nor, to its knowledge,
is it under investigation for, possible  violations of the Racketeer  Influenced
and Corrupt  Organizations Act ("RICO"),  the Continuing Criminal Enterprise Act
("CCE"), the Controlled Substance Act of 1978, or similar laws providing for the
possible forfeiture of any of its respective assets or properties.

                                       15
<PAGE>

         4.21. No Casualty.  No  part of the Project has been damaged by fire or
other casualty except as disclosed in writing to Lender.

         4.22. Truth of Recitals.  All  statements set forth in the Recitals are
true and correct.

5. CASUALTY AND CONDEMNATION.

          5.1. Lender's Election to Apply Insurance and Condemnation Proceeds to
Indebtedness.  In the event of any loss or damage to any  portion of the Project
due to  fire or  other  casualty,  Lender  shall  have  the  right,  but not the
obligation,  to settle  insurance  claims for more than $50,000.00 and if Lender
elects not to settle such claim then  Borrower  shall settle such claim and such
settlement shall be subject to Lender's prior written  approval.  Borrower shall
have the right to settle claims for less than such amount,  provided that Lender
shall  have the right to settle any claim that  Borrower  has not  settled on or
before one  hundred  twenty  (120)  days after the date of such loss.  If (i) no
Default exists hereunder at the time of such casualty or condemnation and at the
time such  proceeds  would be  disbursed;  (ii) no payment  default has occurred
during the preceding twelve months; (iii) the Loan-to-value ratio of the Project
on  completion  of the  restoration  will be 75% or less,  as  determined  by an
Appraisal  obtained in the manner  described in Section 2.4.1 of the Application
(unless  the amount of proceeds is less than 3% of the  original  Loan  amount);
(iv) the  proceeds  received  by  Lender,  together  with any  additional  funds
deposited  with Lender by  Borrower,  are  sufficient,  in Lender's  discretion,
either to restore the Project to its condition  before the casualty or to remedy
the condemnation;  (v) a loss of no more than 5% of the commercial tenant rental
income will occur as a result of the casualty or condemnation; and (vi) Borrower
complies with all  conditions  set forth in Section 5.2 of this  Agreement,  the
Borrower  shall be entitled to use the  insurance  or  condemnation  proceeds to
rebuild the Project or to remedy the effect of the condemnation, as the case may
be. The  Appraisal  required  pursuant to the  foregoing  provision  shall be at
Borrower's  expense and Lender may require that  Borrower  deposit  $10,000 with
Lender as security for the expense or may pay the  appraiser  from the insurance
proceeds at its sole discretion. In all other cases, Lender shall have the right
(but not the  obligation) to collect,  retain and apply to the  indebtedness  of
Borrower under this  Agreement all insurance  proceeds  (after  deduction of all
expense of collection and settlement,  including  attorneys' and adjusters' fees
and  expenses,  but without any  prepayment  premium),  and if such proceeds are
insufficient to pay such amount in full, to declare the balance remaining unpaid
on the Note and Mortgage to be due and payable  forthwith and to avail itself of
any of the  remedies  afforded  thereby  as in the  case of any  default  beyond
applicable cure periods thereunder.  Any proceeds remaining after application to
the  indebtedness  of Borrower under this  Agreement  shall be paid by Lender to
Borrower or the party then entitled thereto.

          5.2. Borrower's Obligation to Rebuild and Use of Proceeds Therefor. If
Lender does not elect to or is not entitled to apply fire or casualty  insurance
proceeds to the  indebtedness,  as provided under Section 5.1 of this Agreement,
Lender  shall have the right (but not the  obligation)  to settle,  collect  and
retain such  proceeds,  and after  deduction of all expenses of  collection  and
settlement,  including  attorneys' and adjusters' fees and expenses,  to release
the same to Borrower periodically provided that Borrower shall:

                                       16

<PAGE>


               (a) Expeditiously repair and restore all damage to the portion of
          the Project in question  resulting  from such fire or other  casualty,
          including  completion  of the  Construction  if  such  fire  or  other
          casualty shall have occurred prior to completion,  so that the Project
          will be completed in accordance with the Plans and Specifications; and

               (b) If the  proceeds  of  fire or  casualty  insurance  (and  the
          undisbursed available Loan proceeds for Construction) are, in Lender's
          sole judgment,  insufficient to complete the repair and restoration of
          the buildings,  structures  and other  improvements  constituting  the
          Project,  then Borrower shall promptly  deposit with Lender the amount
          of such deficiency.

         Any  request  by  Borrower  for a  disbursement  by  Lender  of fire or
casualty  insurance  proceeds and funds  deposited by Borrower  pursuant to this
Section 5.2 and the  disbursement  thereof shall be conditioned  upon Borrower's
compliance with and  satisfaction  of the same conditions  precedent as would be
applicable in connection with construction  loans made by institutional  lenders
for  projects  similar  to  the  Project,   including   approval  of  plans  and
specifications  submittal of evidence of  completion,  updated title  insurance,
lien waivers, and other customary safeguards.

6. ASSIGNMENTS.

         6.1.  Lender's Right to Assign.  Lender shall have the right to assign,
transfer,  sell,  negotiate,  pledge or otherwise hypothecate this Agreement and
any of its rights and security hereunder,  including the Note, Mortgage, and any
other Loan Documents. Borrower hereby agrees that all of the rights and remedies
of Lender in  connection  with the  interest  so assigned  shall be  enforceable
against Borrower by such assignee with the same force and effect and to the same
extent  as the  same  would  have  been  enforceable  by  Lender  but  for  such
assignment.   Borrower   agrees  that  Lender  shall  have  the  right  to  sell
participations  in the  Loan or to  include  the Note in a  securitized  pool of
indebtedness without the consent of Borrower.

         6.2. Prohibition of Assignments by Borrower.  Borrower shall not assign
or attempt to assign its rights under this  Agreement.  Borrower will not suffer
or permit any of its  interest  or rights in the Project to be  assigned,  sold,
pledged,  encumbered,  transferred,  hypothecated or otherwise disposed of until
the  provisions of this Agreement have been fully complied with and the Loan and
all other sums  evidenced  by the Note and/or  secured by the Mortgage and other
Loan Documents, have been repaid in full.

         6.3. Prohibition of  Transfers  of  Interests  in  Borrower.  No  party
directly or indirectly owning an interest in Borrower shall suffer or permit any
of  such  interest  to be  assigned,  sold,  pledged,  encumbered,  transferred,
hypothecated or otherwise  disposed of without  Lender's  written consent (which
Lender  may  withhold  in its sole  discretion)  until  the  provisions  of this
Agreement  have  been  fully  complied  with  and the Loan  and all  other  sums
evidenced by the Note and/or  secured by the  Mortgage and other Loan  Documents
have been repaid in full.  Borrower  shall pay Lender's  out-of-pocket  expenses
incurred  in  connection  with the  review of any  transfer  for which  Borrower
requests  consent pursuant to Section 6.2 or this Section 6.3. In the event that
Lender consents to any such transfer,  assignment,  sale,  encumbrance  or other

                                       17

<PAGE>


disposal,  Borrower  shall pay to  Lender a  transfer  fee in the  amount of one
percent (1%) of the outstanding balance of the Loan.

         6.4. Successors and Assigns.  Subject  to the foregoing restrictions on
transfer and assignment  contained in this Article 6. this Agreement shall inure
to the  benefit  of and  shall  be  binding  on the  parties  hereto  and  their
respective successors and assigns.

7. EVENTS OF DEFAULT.

         7.1. The  occurrence  of  any  one  or  more  of  the  following  shall
constitute an "Event of Default," as such term is used herein:

               (a) If Borrower fails to pay principal or interest under the Note
          when due;

               (b) If Borrower  defaults in the  performance of any of its other
          covenants,  agreements and obligations under this Agreement  involving
          the payment of money;

               (c)  If  Borrower  defaults  in  the  performance  of  any of its
          non-monetary   covenants,   agreements  and  obligations   under  this
          Agreement and fails to cure such default within thirty (30) days after
          written notice  thereof from Lender  provided,  however,  that if such
          default is reasonably  susceptible of cure, but cannot be cured within
          such  thirty  (30)  day  period,  then so long  as  Borrower  promptly
          commences  cure  and  thereafter   diligently  pursues  such  cure  to
          completion, the cure period shall be extended for an additional thirty
          (30) days, within which Borrower may complete such cure;

               (d) If at any  time or  times  hereafter  any  representation  or
          warranty (including the representations and warranties of Borrower set
          forth  in  any  Loan  Document),   statement,  report  or  certificate
          furnished  to  Lender  in  connection  with  the  Loan is not true and
          correct in any material respect;

               (e) If any  petition  is  filed  by or  against  Borrower  or any
          Affiliated  Party  under the  Federal  Bankruptcy  Code or any similar
          state or federal Law,  whether now or hereafter  existing (and, in the
          case of  involuntary  proceedings,  failure  to  cause  the same to be
          vacated, stayed or set aside within sixty (60) days after filing);

               (f)   If   any   assignment,   pledge,   encumbrance,   transfer,
          hypothecation or other disposition is made in violation of Section 6.2
          or, Section 6.3 of this Agreement;

               (g) If Borrower or any general  partner of Borrower shall fail to
          pay any debt  owed by it or is in  default  under any  agreement  with
          Lender or any other party and such failure or default  continues after
          any applicable  grace period  specified in the instrument or agreement
          relating thereto; or

               (h) If a  default  occurs  under  any of the Loan  Documents  and
          continues  beyond  the  applicable  grace  period,  if any,  contained
          therein.

                                       18
<PAGE>


8. REMEDIES.

          8.1. Remedies Conferred Upon Lender.  Upon the occurrence of any Event
of Default,  Lender shall, have the right (but not the obligation) to pursue any
one or more of the following remedies concurrently or successively, it being the
intent hereof that all such remedies shall be cumulative and that no such remedy
shall be to the exclusion of any other:

               (a) Declare the Note to be immediately due and payable;

               (b) Use and apply any monies  deposited by Borrower  with Lender,
          including amounts in the Escrow Account, regardless of the purpose for
          which the same was deposited,  to cure any such default or to apply on
          account  of any  indebtedness  under this  Agreement  which is due and
          owing to Lender; and

               (c) Exercise or pursue any other right or remedy  permitted under
          this  Agreement or any of the Loan  Documents or conferred upon Lender
          by operation of Law.

          8.2.  Non-Waiver  of  Remedies.  No  waiver  of  any breach or default
hereunder  shall  constitute  or be  construed  as a  waiver  by  Lender  of any
subsequent  breach or default or of any breach or default of any other provision
of this Agreement.

          8.3.  Cash  Collateral  Account.  Upon the  occurrence  of an Event of
Default,  Borrower  shall deposit all revenues from the operation of the Project
into an account  held by and  pledged  to Lender  ("Cash  Collateral  Account").
Lender  shall  not pay  interest  on any  amounts  held on  deposit  in the Cash
Collateral  Account,  unless required to do so under  applicable  law.  Borrower
shall execute such documents as Lender, in its sole discretion,  deems necessary
to perfect its interest in the Cash Collateral Account.

9. GENERAL PROVISIONS.

          9.1. Captions.  The  captions  and  headings  of  various Articles and
Sections of this Agreement and Exhibits  pertaining  hereto are for  convenience
only and are not to be  considered as defining or limiting in any way, the scope
or intent of the provisions hereof.

          9.2. Merger.  This Agreement,  the Application, the Commitment and the
Loan  Documents  and  instruments  delivered in connection  herewith,  as may be
amended  from time to time in writing,  constitute  the entire  agreement of the
parties  with  respect to the Project and the Loan,  and all prior  discussions,
negotiations and document drafts are merged herein and therein. If there are any
inconsistencies  between the Commitment and this Agreement or the Loan Document,
the terms  contained  in this  Agreement  and the  other  Loan  Documents  shall
prevail.  Neither Lender nor any employee of Lender has made or is authorized to
make any  representation  or agreement  upon which Borrower may rely unless such
matter  is made for the  benefit  of  Borrower  and is in  writing  signed by an
authorized officer of Lender.  Borrower agrees that it has not and will not rely
on any custom or practice of Lender, or on any course of dealing with Lender, in
connection with the Loan unless  such matters are set forth in this Agreement or

                                       19
<PAGE>


the Loan Documents or in an instrument made for the benefit of Borrower and in a
writing signed by an authorized of fleer of Lender.

          9.3. Notices. Any notice, demand, request or other communication which
any party  hereto may be  required or may desire to give  hereunder  shall be in
writing, addressed as follows and shall be deemed to have been properly given if
hand delivered,  if sent by reputable  overnight courier (effective the business
day  following  delivery to such courier) or if mailed  (effective  two business
days after  mailing) by United  States  registered  or certified  mail,  postage
prepaid, return receipt requested:

  If to Borrower:                      Marker International
                                       2305 South 1070 West
                                       West Valley City, Utah 84119
                                       Attn: President

  If to Lender:                        Jackson National Life Insurance Company
                                       c/o PPM Finance, Inc.
                                       225 West Wacker Drive, Suite 1200
                                       Chicago, Illinois 60606
                                       Attn: Lillian Meyersburg

or at such  other  address  as the  party  to be  served  with  notice  may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.  Notices  given in any other  fashion shall be deemed
effective only upon receipt.

         9.4. Modification:  Waiver.   No   modification,   waiver,   amendment,
discharge  or  change of this  Agreement  shall be valid  unless  the same is in
writing  and  signed  by  the  party  against  which  the  enforcement  of  such
modification, waiver, amendment, discharge or change is sought.

         9.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS (AS OPPOSED TO THE LAWS OF
CONFLICTS) OF THE STATE OF UTAH.

         9.6. Acquiescence  Not  to  Constitute Waiver of Lender's Requirements.
Each and every  covenant and  condition  for the benefit of Lender  contained in
this Agreement may be waived by Lender.

9.7. Disclaimer by Lender.

               (a) This  Agreement  is made for the sole benefit of Borrower and
          Lender (and Lender's successors and assigns and participants, if any),
          and no other  person or  persons  shall have any  benefits,  rights or
          remedies  under or by  reason of this  Agreement,  or by reason of any
          actions taken by Lender pursuant to this  Agreement.  Lender shall not
          be  liable  for any  debts or  claims  accruing  in favor of any third
          parties against Borrower or

                                       20
<PAGE>


          others  or  against  the  Project.   Borrower  is not and shall not be
          an agent of Lender for any purposes.  Except as expressly set forth in
          the  Loan  Documents,  Lender  is not and  shall  not be an  agent  of
          Borrower for any  purposes.  Lender,  by making the Loan or taking any
          action  pursuant to any of the Loan  Documents,  shall not be deemed a
          partner or a joint venturer with Borrower or fiduciary of Borrower.

               (b) Any review,  investigation or inspection conducted by Lender,
          any architectural or engineering consultants retained by Lender or any
          agent or  representative  of Lender  in order to verify  independently
          Borrower's   satisfaction   of  any   conditions   precedent   to  the
          disbursement  of  the  Loan,  Borrower's  performance  of  any  of the
          covenants,   agreements   and   obligations  of  Borrower  under  this
          Agreement,  or the truth of any representations and warranties made by
          Borrower hereunder  (regardless of whether or not the party conducting
          such review,  investigation or inspection  should have discovered that
          any of such  conditions  precedent were not satisfied or that any such
          covenants,  agreements or  obligations  were not performed or that any
          such  representations  or warranties were not true),  shall not affect
          (or   constitute  a  waiver  by  Lender  of)  (i)  any  of  Borrower's
          representations  and  warranties  under  this  Agreement  or  Lender's
          reliance thereon,  or (ii) Lender's  reliance upon any  certifications
          required  under this  Agreement  or any other  facts,  information  or
          reports furnished Lender by Borrower hereunder.

               (c) By accepting or approving  anything  required to be observed,
          performed,   fulfilled  or  given  to  Lender  pursuant  to  the  Loan
          Documents, including any certificate,  statement of profit and loss or
          other  financial  statement,  survey,  appraisal,  lease or  insurance
          policy,  Lender shall not be deemed to have  warranted or  represented
          the sufficiency,  legality, effectiveness or legal effect of the same,
          or of any term provision or condition thereof,  and such acceptance or
          approval thereof shall not constitute a warranty or  representation to
          anyone with respect thereto by Lender.

          9.8. Right of Lender to Make Advances to Cure Borrower's Defaults.  If
Borrower shall fail to perform in a timely fashion any of Borrower's  covenants,
agreements or  obligations  contained in this  Agreement or the Loan  Documents,
Lender  may (but  shall  not be  required  to)  perform  any of such  covenants,
agreements and obligations.  Any funds advanced by Lender in the exercise of its
judgment  that the same are  needed to  protect  its  security  for the Loan are
deemed to be obligatory  advances hereunder and any amounts expended (whether by
disbursement  of undisbursed  Loan proceeds or otherwise) by Lender in so doing,
shall constitute additional  indebtedness evidenced and secured by the Note, the
Mortgage and the other Loan Documents.

          9.9.  Definitions  Include Amendments.  Definitions  contained in this
Agreement  which  identify  documents,  including the Loan  Documents,  shall be
deemed to include all amendments and supplements to such documents from the date
hereof, and all future amendments and supplements thereto entered into from time
to time to satisfy the  requirements  of this  Agreement or  otherwise  with the
consent of the  Lender.  Reference  to this  Agreement  contained  in any of the
foregoing documents shall be deemed to include all amendments and supplements to
this Agreement

                                       21
<PAGE>

          9.10. Time Is of the Essence.  Time  is  hereby  declared to be of the
essence of this Agreement and of every part hereof.

          9.11. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

          9.12.  Waiver of  Consequential  Damages.  In no event shall Lender be
liable to Borrower for consequential damages, whatever the nature of a breach by
Lender  of its  obligations  under  this  Loan  Agreement,  or  any of the  Loan
Documents,  and Borrower for itself and all Affiliated  hereby waives all claims
for consequential damages.

          9.13. Claims Against Lender. Lender shall not be in default under this
Agreement,  or  under  any  other  Loan  Documents,   unless  a  written  notice
specifically setting forth the claim of Borrower shall have been given to Lender
within 30 days after Borrower first had knowledge of, or reasonably  should have
had knowledge of, the occurrence of the event which  Borrower  alleges gave rise
to such claim and Lender does not remedy or cure the  default,  if any there be,
promptly  thereafter.  If it is  determined in any  proceedings  that Lender has
improperly  failed to grant its  consent  or  approval,  where  such  consent or
approval  is  required  by this  Loan  Agreement  or any other  Loan  Documents,
Borrower's sole remedy shall be to obtain  declaratory  relief  determining such
withholding  to have been improper,  and for itself and all  Affiliated  Parties
Borrower  hereby  waives  all  claims for  damages  or  set-off  against  Lender
resulting from any withholding of consent or approval by Lender.

          9.14.  Jurisdiction  and Venue.  With  respect to any suit,  action or
proceedings  relating  to  this  agreement,  the  Project,  or any  of the  Loan
Documents   ("Proceedings")   each  party   irrevocably   (i)   submits  to  the
non-exclusive  jurisdiction  of (A) the state and federal  courts located in the
State  where the  Project is located,  (B) the  federal  court for the  Northern
District  of Illinois  and (C) the Circuit  Court of Cook County and (ii) waives
any  objection  which  it may  have at any  time to the  laying  of venue of any
proceedings  brought in any such court,  waives any claim that such  Proceedings
have been  brought  in an  inconvenient  forum and  further  waives the right to
object,  with  respect  to such  Proceedings,  that  such  court  does  not have
jurisdiction  over such party.  Nothing in this agreement  shall preclude either
party from bringing  Proceedings in any other jurisdiction nor will the bringing
of  Proceedings  in any one or  more  jurisdictions  preclude  the  bringing  of
Proceedings in any other jurisdiction.

          9.15.  Severability.  The parties  hereto intend and believe that each
provision  in this  Agreement  comports  with all  applicable  local,  state and
federal laws and judicial decisions. However, if any provision or provisions, or
if any portion of any provision or  provisions,  in this Agreement is found by a
court of law to be in violation of any applicable local,  state, or federal law,
statute,  ordinance,  administrative or judicial decision, or public policy, and
if such courts declare such portion,  provision, or provisions of this Agreement
to be illegal,  invalid,  unlawful, void or unenforceable as written, then it is
the intent of all parties  hereto that such  portion,  provision,  or provisions
shall  be given force to the fullest possible extent that they are legal,  valid

                                       22
<PAGE>


and enforceable,  and that the remainder of this Agreement shall be construed as
if such illegal, invalid,  unlawful, void, or unenforceable portion,  provision,
or provisions were not contained therein, and that the rights, obligations,  and
interests  of Borrower and Lender under the  remainder of this  Agreement  shall
continue in full force and effect.

          9.16. Incorporation of Recitals. The Recitals set forth herein and the
Exhibits  attached  hereto are  incorporated  herein and  expressly  made a part
hereof.

          9.17. WAIVER OF JURY TRIAL.  BORROWER AND LENDER EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT OR RELATING  THERETO OR
ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND
AGREE THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

          IN WITNESS  WHEREOF,  Borrower and Lender have executed this Agreement
as of the day and year first set forth above.

                                    BORROWER

                                    MARKER INTERNATIONAL, a Utah corporation


                                    By: /s/ Brad L. Stewart
                                    Its: Executive Vice President/ COO

                                       23

<PAGE>

                                   LENDER:

                                   JACKSON NATIONAL LIFE INSURANCE COMPANY
                                   By: PPM Finance, Inc. Its authorized agent



                                   By: /s/ David M. Zachar
                                   Its:
                                   David M. Zachar, Senior Vice President










                                       24
<PAGE>



                                    EXHIBIT A
                                LEGAL DESCRIPTION

A parcel of land  located in the  Northwest  quarter of Section  23,  Township 1
South,  Range 1 West,  Salt  Lake Base and  Meridian,  being  more  particularly
described as follows:

BEGINNING  at a point on the East line of 1070 West Street (a private  roadway),
said point  being  South  0(degree)02'35"  West  1460.82  feet along the quarter
Section line and East 4222.64 feet from the North quarter  corner of Section 22,
Township 1 South, Range 1 West, Salt Lake Base and Meridian,  and running thence
East 464.86 feet to the West right-of-way line of the Jordan River, thence South
41(degree)54'55" East 469.88 feet along the West right-of-way line of the Jordan
River to the North line of 2320 South Street; thence South 89(degree)55'00" West
771.74  feet  along the North line of 2320 South  Street;  thence  Northwesterly
20.26  feet  along the arc of a 28.00 foot  radius  curve to the right,  (center
bears North  48(degree)32'35"  East and long chord bears North  20(degree)43'43"
West 19.82 feet, with a central angle of 41(degree)27'25")  along the North line
of 2320 South Street, to the East line of 1070 West Street;  thence North 332.24
feet along the East line of 1070 West Street to the point of beginning.

<PAGE>


                                    EXHIBIT B
                              PERMITTED EXCEPTIONS

 1.       Taxes for the year 1997 now a lien, not yet due.

 2.       Said  property is included  within the  boundaries  of  Granger-Hunter
          Improvement  District,  for the purpose of supplying  water and sewage
          facilities to said District.

 3.       Said property is included within the incorporated  city limits of West
          Valley  City,  a municipal  corporation  of the State of Utah,  and is
          subject to any special assessments for improvements or services as may
          be therein provided.

 4.       An easement  granted to Utah Power & Light  Company,  for the erection
          and  continued  maintenance  of electric  transmission,  distribution,
          telephone  and  telegraph   circuits,   including  steel  and/or  wood
          structures,  and the necessary appurtenances,  together with rights of
          ingress and egress; in the document recorded January 13, 1959 as Entry
          No. 1631353 in Book 1577 at page 179 of Official Records;  affecting a
          strip of land,  fifty  (50) feet in  width,  being  more  particularly
          described as:

               Beginning  at a point on the North  line of a road  known as Main
               Street in the Western Pacific Addition,  which point is 3543 feet
               North and 1617 feet East, more or less, from the Southwest corner
               of Section 23, Township 1 South, Range 1 West, Salt Lake Base and
               Meridian; thence North 0(degree)28' East 181.4 feet; thence North
               47(degree)25'  East  893.6  feet to the West  bank of the  Jordan
               River;  thence North  05(degree)40'40"  13.6 feet along said West
               bank to the North  boundary line of Grantor's  land;  thence West
               134.4  feet  along  the  North   boundary   line;   thence  South
               47(degree)25'  West 842.8  feet,  being  parallel to and 100 feet
               perpendicularly  distant  Northwesterly  from the above described
               Southeasterly  boundary line; thence North  66(degree)03'30" West
               42.2 feet;  thence South  23(degree)56'30"  West 10 feet;  thence
               South  66(degree)03'30" East 42.2 feet; thence South 0(degree)28'
               West 220.2 feet,  being parallel to and 100 feet  perpendicularly
               distant Westerly from the above described  Easterly  boundary lie
               to the North  boundary  line of said road;  thence  East 100 feet
               along said North boundary line to the point of beginning.

Said  easement was modified by the terms and  conditions  contained  within that
certain  Agreement  dated July 29, 1996 and recorded  July 30, 1996 as Entry No.
6417100 in Book 7454 at page 742 of Official Records;  by and between Utah Power
& Light  Company,  now known as  PacifiCorp,  an Oregon  Corporation  and Marker
International,  Inc., a Utah  corporation.  Said Agreement also discloses that a
certain  building  and other  improvements  have  been  constructed  within  the
easement granted to Utah Power & Light Company.

  5.     The limitations,  covenants,  restrictions,  conditions,  reservations,
exceptions,   easements,  terms  and  liens  contained  in  the  Declaration  of
Easements, Covenants and Restrictions (Metro Business Park - Phase II), recorded
November 12, 1986 as Entry No. 4347986 in
<PAGE>


Book 5839 at pages 682 through 713 of Official  Records,  which provided,  among
other things,  that a violation  thereof shall not defeat or render  invalid the
lien of any mortgage or deed of trust made in good faith and for value.

First Amendment to Declaration of Easements, Covenants and Restrictions recorded
February  17,  1988 as Entry No.  4586959 in Book 6004 at page 1759 of  Official
Records.

Second  Amendment  to  Declaration  of  Easements,  Covenants  and  Restrictions
recorded  February  11,  1992 as Entry No.  5196953 in Book 6409 et page 1023 of
Official Records.

Third Amendment to Declaration of Easements, Covenants and Restrictions recorded
July 27, 1993 as Entry No.5562935 in Book 6716 at page 1770 of Official Records.

Fourth  Amendment  to  Declaration  of  Easements,  Covenants  and  Restrictions
recorded  September  23, 1994 as Entry No.  5928513 in Book 7024 at page 1476 of
Official Records.

Fifth Amendment to Declaration of Easements, Covenants and Restrictions recorded
January  25,  1996 as Entry No.  6417101  in Book  7454 at page 754 of  Official
Records.

<PAGE>


                                    EXHIBIT C
                            SOURCES AND USES OF FUNDS

SOURCES:

  PPM Finance, Inc. Loan                                       2,250,000.00

USES:

  Payoffexisting loan with First Security Bank               ($2,250,000.00)
  Closing costs                                                 ($50,000.00)
  TOTAL USES                                                 ($2,300,000.00)
  Amount by which USES exceeds SOURCES                          ($50,000.00)