REVOLVING CREDIT AGREEMENT






                              MARKER INTERNATIONAL,
                                  MARKER, USA,
                                  MARKER, LTD.,
                          DNR NORTH AMERICA, INC., and
                              DNR USA, as Borrowers


                      FIRST SECURITY BANK, N.A., as Lender


                                October 30, 1998


<PAGE>

                                TABLE OF CONTENTS
                                -----------------



ARTICLE I.  DEFINITIONS........................................................1
     1.1  Defined Terms........................................................1


ARTICLE II.  TERMS OF THE CREDIT..............................................10
     2.1  Bank's Commitments..................................................10
     2.2  The Revolving Note..................................................10
     2.3  Manner of Borrowing.................................................10
     2.4  Lockbox Remittances.................................................11
     2.5  Certain Representations.............................................12
     2.6  Verification of Lockbox Remittances.................................12
     2.7  Request for and Issuance of Import L/Cs.............................12
     2.8  Exchange Purchase Agreements........................................13
     2.9  Borrowing Base Submissions..........................................14
     2.10 Use of Proceeds.....................................................14
     2.11 Grant of Security Interest; Limited Power of Attorney...............14


ARTICLE III.  INTEREST, REPAYMENT, OTHER OBLIGATIONS..........................15
     3.1  Interest............................................................15
     3.2  Mandatory Payment and Prepayments - Revolving Note..................15
     3.3  Optional Prepayments................................................16
     3.4  Payments Due On Non-Banking Days....................................16
     3.5  Application of Payments.............................................16
     3.6  Restriction on Payments to Affiliates...............................16
     3.7 Release of Certain Collateral........................................17
     3.8 Provision for Consignment Sales......................................17
     3.9 Subordination of Insider Debt........................................18


ARTICLE IV.  REPRESENTATIONS AND WARRANTIES...................................18
     4.1  Due Incorporation...................................................18
     4.2  Authorization.......................................................18
     4.3  Power...............................................................18
     4.4  Non-Default.........................................................18
     4.5  Litigation..........................................................19
     4.6  Financial Statements................................................19
     4.7  Year 2000 Compliance................................................19
     4.8  German Banks'Reinstatement of Marker Germany Credit Arrangements....19


                                       i
<PAGE>



ARTICLE V.  COVENANTS.........................................................20
     5.1  Payment of Taxes....................................................20
     5.2  Maintain Business...................................................20
     5.3  Maintain Properties.................................................20
     5.4  Insurance...........................................................20
     5.5  Good Standing.......................................................20
     5.6  Books and Records; Inspections......................................20
     5.7  Litigation; Condemnation Awards.....................................21
     5.8  Merger or Sale......................................................21
     5.9  Financial Statements................................................21
     5.10  Annual Audits......................................................21
     5.11  Compliance Certificates............................................22
     5.12  Other Information..................................................22
     5.13  Hedging............................................................23
     5.14  Capital Expenditures; Salary Increases.............................23
     5.15  Zions Credit Obligation............................................23
     5.16.  Guaranteed Obligations of Non-U.S. Subsidiaries...................23
     5.17.  Subordination of Insider Debt.....................................24
     5.18  Location of Inventories; Subordination of Liens....................24
     5.19  Negotiable Documents...............................................24
     5.20 Insurance Claims....................................................24
     5.21 Terms of Invoices...................................................25
     5.22 Use of Marker Tradename.............................................25


ARTICLE VI.  CONDITIONS PRECEDENT TO BANK FACILITIES..........................25
     6.1  Initial Conditions..................................................25
     6.2  Conditions Precedent to Each Subsequent Advance or Other Facility...26


ARTICLE VII. DEFAULT..........................................................26
     7.1  Events of Default...................................................26
     7.2  Remedies............................................................28
     7.3  Offset..............................................................29
     7.4  Expenses............................................................29
     7.5..Right of First Refusal Upon Sale of Collateral......................30


ARTICLE VIII.  GENERAL........................................................30
     8.1  Expenses Payable in Absence of Default..............................30
     8.2  Waivers; Consideration; Releases....................................31
     8.3  Notices.............................................................31
     8.4. Sale of Obligations; Consent to Disclosure of Financial Information.31
     8.5 Taxes................................................................32
     8.6 Governing Law........................................................32
     8.7 Captions.............................................................32


                                       ii
<PAGE>



     8.8 Binding Effect.......................................................32
     8.9 Time of Essence; No Extension at Maturity............................32
     8.10 Survival............................................................32
     8.11  Further Assurances.................................................32
     8.12 Counterparts........................................................32
     8.13  Integration........................................................32


                                      iii
<PAGE>

                           REVOLVING CREDIT AGREEMENT
                           --------------------------


                  THIS REVOLVING CREDIT AGREEMENT (the "Agreement"),  is entered
into as of the 30TH day of October,  1998, by and among MARKER INTERNATIONAL,  a
Utah corporation  ("International"),  and its  subsidiaries,  MARKER USA, a Utah
corporation ("USA"),  MARKER LTD, a Utah corporation ("LTD"), DNR NORTH AMERICA,
INC.,  a  Delaware  corporation  ("DNRNA"),  DNR  USA,  a  Delaware  corporation
("DNRUSA"),  and FIRST SECURITY BANK, N.A., ("Bank").  USA, LTD,  International,
DNRUSA, and DNRNA are hereinafter referred to collectively as "Borrowers."

                                    Recitals
                                    --------

                  This  Revolving   Credit  Agreement   (hereafter   called  the
"Agreement") replaces and supercedes that "Fourth Amended and Restated Revolving
and Term Credit Agreement," dated November 6, 1997 (hereafter referred to as the
"Fourth  Agreement"),  as  amended by that  "Addendum  and  Amendment  to Fourth
Amended and Restated  Revolving and Term Credit  Agreement,"  dated as of August
18,  1998  (hereafter  referred  to  as  the  "Addendum").  The  obligations  of
indebtedness  of the  Borrowers  to the Bank  are  currently  evidenced  by that
certain "Ninth Amended and Substituted  Revolving  Promissory  Note" dated as of
August 18, 1998 (hereafter called the "Ninth Note").

                  International  is the "parent" of the other Borrowers and each
of the Borrowers  (including  International) will benefit from the Agreement for
the  reason  that  the  Borrowers  are a part of an  integrated  business  unit,
including production,  marketing and distribution activities,  and the Agreement
and the  Commitments  of the Bank  pursuant  to the  Agreement  will  permit the
business unit to be  strengthened  and will permit the business unit to maintain
ongoing operations through the current business season. Each of the Borrowers is
therefore  willing  to pledge  Collateral  and to  undertake  joint and  several
liability  for the repayment of the  indebtedness  of each Borrower to the Bank,
for the reason that each Borrower will obtain substantial economic benefits from
the Agreement.

                                    Agreement
                                    ---------

                  In  consideration  of  the  foregoing,  the  mutual  covenants
contained herein and the benefits to be derived by the parties  hereunder,  Bank
and Borrowers hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

                  1.1 Defined Terms.  Unless expressly stated to the contrary or
unless the context clearly requires otherwise,  as used in this Agreement and in


                                       1
<PAGE>

the other Loan  Documentation,  the  following  terms shall have the  respective
meanings set forth below (and such meanings shall be equally  applicable to both
the singular and plural form of the terms defined):

                  "Account" or "Accounts": shall have the meaning given the term
"Account"  under ss.  70A-9-106 of the Utah Code  Annotated  (1980,  as amended)
which  provision  is part of the Uniform  Commercial  Code for the State of Utah
(the "Code"), provided that for purposes hereof (to the extent not so defined in
the  Code),  the  amount  of  such  Account  at any  given  time,  shall  be the
outstanding  unpaid principal amount thereof,  together with all contract rights
and general intangibles arising in connection with any accounts receivable or in
connection  with the sale,  lease or  disposition  of  Inventory,  including all
accounts receivable from Affiliates and Insiders, all choses in action and other
claims and all existing and future leasehold interests in equipment, real estate
and fixtures, chattel paper, documents, instruments, letters of credit, bankers'
acceptances  and  guaranties,  arising in connection  with the sale,  leasing or
disposition of Inventories, and all proceeds thereof.

                  "Advance"  shall mean a cash advance by the Bank to or for the
account of the Borrowers  under the Revolving Note pursuant to the provisions of
Article II hereof.

                  "Advance  Rate" shall mean (i) as to Eligible  Inventory,  55%
thereof; and (ii) as to Eligible Accounts, 80% thereof.

                  "Affiliate" and "Insider"  shall refer to all  subsidiaries of
International  and all entities under common control with any Borrower and shall
also include all directors, officers, and shareholders of any Borrower. The term
shall include D.N.R. Sports Systems, Inc. and its subsidiaries.  The terms shall
be construed in the  broadest  sense in  accordance  with the  provisions  of 11
U.S.C.A. Section 101.

                  "Aggregate  Outstandings"  shall  mean  the  sum  of  (i)  the
outstanding and unpaid principal balance of the Revolving Note, (ii) the amounts
outstanding,  whether  drawn or undrawn,  under the then  effective  Import L/Cs
issued by Bank for the account of any Borrower, and (iii) the FX Amount.

                  "Agreement"  shall mean this Revolving Credit Agreement (which
amends by substitution the Fourth Agreement, as amended by the Addendum, as this
Agreement may be further amended from time to time.

                  "Authorized  Representative"  shall mean the person or persons
(but not more than three such persons at any given time) designated in a written
appointment of authorized representative (in a form satisfactory to the Bank) as
the "authorized  representative" of the Borrowers,  such person or persons to be
an officer or officers of Borrowers.

                  "Available  Credit" has  application as a limitation on all of
the  Commitments  in the aggregate  and means the amount  available at any given
time for Advances,  Import L/C's, and Foreign Exchange Contracts.  The amount of
Available  Credit  shall mean:  (1) from the date hereof  through and  including


                                       2
<PAGE>

December 31, 1998,  the difference  obtained by  subtracting  the then Aggregate
Outstandings from the sum of the Borrowing Base plus $3,000,000.00; and (2) from
December 31, 1998 through and including the  Termination  Date,  the  difference
obtained by  subtracting  the then  Aggregate  Outstandings  from the sum of the
Borrowing  Base,  provided  that  Available  Credit  shall not exceed the amount
available under the Revolving Commitment and shall not be a negative number.

                  "Banking  Day"  shall  mean any  business  day on which  First
Security Bank is open for business in Salt Lake City, Utah.

                  "Borrowing  Base" shall mean, at any time,  the sum of:(i) the
amount  determined  under a Borrowing Base  Certificate by applying (as shown in
the formula  therein  contained) the applicable  Advance Rate to,  respectively,
Eligible Inventory and Eligible Accounts,  plus (ii) the undrawn face amounts of
any  outstanding  letters of credit  obtained by  Borrowers  in favor of Bank as
beneficiary,  which letters of credit shall be in a form and issued by financial
institutions  acceptable to Bank,  plus (iii) the valuation of the Eligible Real
Estate.

                  "Borrowing Base Certificate" shall mean the certificate in the
form set forth in EXHIBIT "B" hereto which must be submitted by the Borrowers on
a daily  basis and serves as a basis for  determining  the  amount of  Available
Credit from time to time.

                  "Budget"  refers  to  the  budget   projection   "Marker  U.S.
Companies - Available Cash - FY 1999," dated 16 August 1998,  attached hereto as
Exhibit "C."

                  "Collateral"  shall mean the assets  and  property,  which are
described as security for  performance  and  repayment  of the  Obligations,  as
provided in the  Collateral  Documentation,  including,  but not limited to, all
"Accounts"  and  "Inventory"  of  Borrowers,  and  all  sums on  deposit  in the
Collateral Accounts, in the Consignment Savings Account, and Operating Accounts,
and all items in process of collection  according to the Lockbox  Agreement.  In
addition,  the term shall include all  "Trademarks  and Patents" as described in
that  "Collateral  Assignment of Trademarks  and Patents" dated August 18, 1998,
and as described in the Uniform  Commercial  Code financing  statements  related
thereto.  The term  "Collateral"  shall also  include all  proceeds and products
thereof,  including (without limitation) all general intangibles and policies of
insurance and claims or causes of action relating to the foregoing, now existing
or hereafter discovered.

                  "Collateral Account" shall mean the blocked account (under the
sole control of the Bank) into which all Lockbox  remittances  are deposited for
collection.

                  "Collateral    Documentation"   shall   mean   the   following
documentation: (1) the "Security Agreement," dated March 28, 1991, as amended on
July 31, 1992, as further  amended by that "Second  Amendment to Receivables and
Inventory  Security  Agreement;"  dated as of August 18, 1998;  (2)  "Collateral
Assignment of  Trademarks  and  Patents,"  dated as of August 31, 1998;  (3) all
Uniform  Commercial  Code  Financing  Statements  filed  from  time to time with
respect to the  Collateral;  (4) the "Deed of Trust With Assignment of Rents and
Security  Agreement,"  dated as of August 18,  1998,  and recorded on August 19,
1998, as Entry No.  7063058 in the official  records of Salt Lake County,  Utah;


                                       3
<PAGE>

(5) that  "Collateral  Assignment,  Acknowledgement  and  Consent  "dated  as of
October 30, 1998, assigning to Bank that "Exclusive  Distributorship  Agreement"
dated as of October 30, 1998.

                  "Commitments" shall mean the obligations of the Bank, upon the
terms and  subject to the  conditions  of this  Agreement  and  pursuant  to the
provisions of Section 2.1 hereinafter to make Advances to Borrowers,  to provide
Import L/Cs to  Borrowers  and to enter into  Foreign  Exchange  Contracts  with
Borrowers under the Revolving Commitment.

                  "Consignment  Sales  Profits" shall mean the net sales profits
realized  by USA in  connection  with  the  distribution  and  sales of goods on
consignment  from  Marker  Deutschland  GmbH,  pursuant  to  Section  3.8 (after
deduction of 10% of the gross sales price to cover commissions,  warehousing and
administrative expenses).

                  "Consignment   Savings   Account"  shall  mean  those  savings
accounts  (including  certificate  of deposit  accounts  and any  negotiable  or
non-negotiable  certificates or receipts arising in connection with such savings
accounts)  into which  seventy (70%) of the  Consignment  Sales Profits shall be
deposited by USA.

                  "Default"  shall  mean any  event  which,  with the  giving of
notice or the lapse of time (if such notice or lapse of time is  required  under
Section 7.1 or under some other provision of this Agreement,  or otherwise),  or
both, would constitute an Event of Default.

                  "Dollars"  and  "$":  shall  mean  United  States  of  America
dollars.

                  "Eligible Accounts" shall mean all of the Borrowers' Accounts,
adjusted by subtracting therefrom the following:

                           (a) Any Accounts  which are more than sixty (60) days
                  past the applicable original (without subsequent  extension or
                  amendment)  payment due date,  provided  however that Eligible
                  Accounts may include up to $500,000.00 of Redated Accounts;

                           (b) Any Accounts in connection  with which a material
                  part of the property subject of the Account has been returned,
                  rejected, lost or damaged;

                           (c) Any  Accounts  with  respect to which the account
                  debtor is insolvent  or the subject of a  bankruptcy  or other
                  insolvency  proceeding,  receivership  or arrangement  for the
                  benefit of creditors;

                           (d) Any Accounts with respect to which any Collateral
                  Party has received any indication  from an account debtor that
                  the Account will not be paid timely,  or with respect to which
                  the  account  debtor has  prepaid  the account or has a credit
                  balance  or with  respect  to  which  the  account  debtor  is
                  asserting  an  offset  or  counterclaim  or other  defense  to
                  payment;


                                       4
<PAGE>

                           (e)  Any  Account  which  is  not  a  valid,  legally
                  enforceable  obligation  of the  account  debtor  or  which is
                  subject to any offset,  discount,  rebate or other  defense on
                  the part of the account debtor;  provided,  however,  that the
                  amount of the  reduction  hereunder  shall be  limited  to the
                  amount of the  offset,  discount,  rebate or  defense,  if the
                  amount has been finally  established  by court  decree,  or by
                  consent of the applicable Collateral Party;

                           (f) Any Account which is subject to a lien,  security
                  interest or other claim,  having a priority  over the lien and
                  security  interest of Bank  therein  (unless  such prior lien,
                  security  interest  or claim shall have been  subordinated  to
                  Bank's interest, in a manner satisfactory to Bank);

                           (g)  Any  Account  where  the  account  debtor  is an
                  Affiliate  or Insider with  respect to any  Borrower,  and any
                  Account   where  the  account   debtor  is  a  United   States
                  governmental  entity  or a  person  or  entity  whose  billing
                  address is not located within the U.S.A.;

                           (h) Any Account,  which in the good faith  reasonable
                  judgment of Bank,  is not readily and fully  collectible  from
                  the account debtor in the ordinary  course or within the sixty
                  (60) day time frame  following the  contracted  and agreed due
                  date for payment of the same;

                           (i) Any  Account of an account  debtor,  30% of whose
                  aggregate  account  balance  is more than sixty (60) days past
                  the  original  payment due date  (whether or not such  Account
                  shall  have  been  Redated),   however   notwithstanding   the
                  foregoing,  Accounts not exceeding  $100,000.00 in total value
                  which would  otherwise be  "ineligible"  for  inclusion in the
                  Borrowing Base pursuant to this subsection (i) shall be deemed
                  to be "eligible" for inclusion in the Borrowing Base; and

                           (j)  The Consignment Savings Account.

                  "Eligible   Inventory"   shall  mean  all  of  the  Borrowers"
Inventory  which is fit for marketing  and in  merchantable  condition,  without
defect  or flaw  reducing  the  marketability  of the same at  normal  wholesale
prices,  excluding: (i) packaging and shipping materials;  (ii) supplies used or
consumed in Borrowers'  businesses;  (iii) goods stored at premises  (other than
retail stores) which are not owned and controlled by a Collateral Party,  unless
Bank shall have received a satisfactory  agreement with each owner and mortgagee
of such premises  acknowledging  Bank's first priority  security interest in the
Inventory,  waiving security  interests,  liens and other claims and remedies by
such person against the Inventory,  permitting Bank and its  representatives  to
have access to the premises to exercise its rights and remedies  with respect to
the  Inventory  (both  before and for a  satisfactory  period  after  Borrowers'
default under and  termination of such  Collateral  Party's  lease,  if any) and
providing for notice to Bank of any default by any Collateral Party in its lease
of the  premises;  (iv)  goods  delivered  for lease or sale on  consignment  by
Non-U.S.  subsidiaries;  (v)  Inventory  that  would be  rejected  by a retailer
customer  of  a  Collateral   Party  as  not   complying   with  the  terms  and


                                       5
<PAGE>

specifications  of  a  contract  of  purchase  between  such  customer  and  the
Collateral Party; (vi) Inventory subject to a security interest or lien in favor
of any  person  other  than  Bank,  including  Inventory  in which any  Non-U.S.
subsidiary  retains a purchase money security  interest and all goods subject to
vendor's rights of reclamation;(vii)  bill and hold goods; (viii) unserviceable,
obsolete (or slow moving) defective, damaged Inventory which, in accordance with
generally accepted accounting  principles,  have substantially  diminished value
[however such  Inventory  shall be deemed to be "Eligible" to the extent of such
diminished value as determined in accordance with generally accepted  accounting
principles];  (ix) Inventory which is not subject to the first  priority,  valid
and perfected security interest of Bank; (x) returned Inventory that is not held
for resale;  (xi)  Inventory  to be  returned  to vendor  (other than one of the
Borrowers); (xii) all goods which, in the reasonable good faith judgment of Bank
and its legal  counsel,  are  subject  to a  superior  or prior  claim of title,
ownership, or possession; (xiii) all goods which have been in any way identified
to a  contract  of sale to any buyer  from a  Collateral  Party  (the same being
excluded  from  Eligible  Inventory at the time of such  identification);  (xiv)
Inventory consisting of spare parts; and (xv) all Inventory of LTD consisting of
product  lines and colors  that,  as of April 1 of any year,  are not carried in
LTD's catalog for the current or coming season ("Outdated Inventory"),  but only
to the extent such  Inventory  also  constituted  Outdated  Inventory  as of the
preceding  April 1.  Eligible  Inventory  shall be  measured  at the  applicable
Collateral  Party's  cost  for the  same.  Any  Inventory  that is not  Eligible
Inventory shall nevertheless be part of the Collateral.

                 "Eligible Real Estate"  shall mean  the real estate  encumbered
                           by the "Deed of Trust  (with  Assignment  of Rents),"
                           dated August 18,  1998,  which shall have a valuation
                           (for purposes of the Borrowing Base) as follows:
                  (i)      $2.6  million  if the Trust  Deed shall not have been
                           fully or partially reconveyed;
                  (ii)     In the event of a partial reconveyance,  $2.6 million
                           less the  actual  amount  paid to Bank in  connection
                           with a sale or refinance of the real estate; and
                  (iii)    In the  event of a full  reconveyance,  $2.6  million
                           less the  actual  amount  paid to Bank in  connection
                           with a sale or refinance  of the real estate,  but in
                           any event,  not greater than $1.0 million  during the
                           period from the date of the full reconveyance through
                           thirty   (30)   days  from  the  date  of  such  full
                           reconveyance; and thereafter,$0.0 [zero];

AND IN ANY EVENT,  prior to December 31, 1998,  if the actual  proceeds  paid in
connection  with any sale or refinance are less that $2.6 million,  the value of
the real estate for  Borrowing  Base  purposes,  shall never  exceed that amount
which would cause the Total Sum of Overadvances to exceed $3,000,000.00.

                  "Event of Default"  shall mean any event  described as such in
Section 7.1.

                  "Foreign Exchange  Contracts" shall mean contracts between any
Borrower and Bank for purchase by that  Borrower  from Bank (whether as "forward
contracts", "options" or otherwise) of foreign currencies in accordance with the
provisions of Section 2.6 and for the express purposes set forth therein.


                                       6
<PAGE>

                  "Full   Reconveyance"   shall  mean,   with   respect  to  the
determination  of "Eligible Real Estate," the release and reconveyance of ALL or
substantially  all of that real  property  (upon  which two  buildings  owned by
International  are situated)  encumbered by that "Deed of Trust (With Assignment
of Rents)," dated August 18, 1998,

                  "FX Amount" shall mean, as of any specific  time,  the sum of:
(i) ten percent (10%) of the dollar amount of then outstanding  Foreign Exchange
Contracts  having  remaining  terms of six months or less,  (ii) fifteen percent
(15%) of the dollar amount of then outstanding Foreign Exchange Contracts having
remaining  terms of more than six but less than or equal to twelve  months,  and
(iii) twenty  percent  (20%) of the dollar  amount of then  outstanding  Foreign
Exchange  Contracts  having  remaining  terms of more than twelve months up to a
maximum of twenty-four months.

                  "Inventory"  shall have the meaning given the term "Inventory"
under ss.  70A-9-109  (4) of the Code,  and shall  include all non-cash and cash
proceeds and products thereof, including all insurance proceeds.

                  "Import  L/Cs"  shall  mean  letters of credit to be issued by
Bank for the account of any  Borrower,  as more fully set forth in Sections  2.1
and 2.6 hereafter.

                  "L/C  Note"  shall  mean   collectively,   (a)  the   Computer
Applications  Agreements  in the  form  of  EXHIBIT  A-2,  attached  hereto  and
incorporated  herein by this  reference,  made and executed by Borrowers,  which
evidence,  by reference to the form of the Application  Agreement and Note forms
attached as exhibits thereto (the  "Application  Agreements") the  reimbursement
obligations  of Borrowers in  connection  with the Import L/Cs and (b) if manual
applications  for Import L/Cs are made,  the  separately  and manually  executed
Application  Agreements.  Borrowers and Bank specifically  acknowledge and agree
that  to the  extent  the  obligations  imposed  by  and  covenants  made  under
paragraphs 3, 4 and 5 of the Application  Agreements are  inconsistent  with the
other  Loan   Documentation,   the  terms  and  provisions  of  the  other  Loan
Documentation shall control.

                  "Loan   Documentation"  shall  mean  the  following  documents
executed (or to be executed) or  acknowledged  by Borrowers in  connection  with
this  transaction:  (a)  this  Agreement;  (b)  the  Note;  (c)  the  Collateral
Documentation;  (d) all  documents  relating to Import L/Cs;  (f) all  documents
relating  to Foreign  Exchange  Contracts;  (e) the Lockbox  Agreement:  (f) the
Consent to Service Agreement;  (g) all other documents and instruments  executed
in connection herewith or with any of the foregoing documents; together with all
amendments, extensions and renewals of the same.

                  "Lockbox  Agreement" shall mean the agreement  between each of
the Borrowers and the Bank providing for the receipt and application of payments
on Accounts  assigned  as  Collateral,  the form of which is attached  hereto as
Exhibit "D".

                  "Non-U.S. subsidiaries" shall include all Affiliates of Marker
International, Inc., which are not Borrowers under this Agreement.


                                       7
<PAGE>

                  "Notes" shall mean the Revolving Note (Exhibit "A-1"), and the
L/C Notes (in the customary  form),  together with all amendments,  renewals and
substitutions therefor.

                  "Obligations"  shall mean the  principal,  interest  and other
amounts  owing from time to time under the Notes and all other  liabilities  and
obligations of Borrowers (including  liabilities for fees, expenses and charges)
now or hereafter arising under or out of this Agreement or any of the other Loan
Documentation,   including  without   limitation  any  contingent  or  potential
liability  associated with the issuance of Import L/Cs or in connection with any
Foreign  Exchange  Contract  and  any  indebtedness  created  in the  event  any
overdraft  on any  account  with Bank is  created  (no matter  how  created  and
provided that nothing herein shall be a commitment by Bank to honor overdrafts).

                  "Operating   Account"  shall  mean  the  deposit  accounts  of
Borrowers into which all Advances under the Revolving  Commitment are deposited,
identified as follows: 0600061519, 0600017784, and 0600057715.

                  "Partial   Reconveyance"  shall  mean,  with  respect  to  the
determination  of  "Eligible  Real  Estate," the release and  reconveyance  of a
substantial  portion  of that real  property  (upon  which at least one [of two]
buildings owned by International are situated) encumbered by that "Deed of Trust
(With Assignment of Rents)," dated August 18, 1998,

                  "Prime Rate" shall mean the Bank's  announced rate of interest
used as a  reference  point  from which it may  calculate  the cost of credit to
customers.  The Prime Rate is subject to change from time to time.  The Bank may
make loans bearing  interest above, at or below its "Prime Rate." The Prime Rate
is not necessarily the lowest or best rate for borrowing  available to customers
of or borrowers from Bank.

                  "Redated  Accounts" shall mean Accounts  arising from the sale
of Inventory to account debtors,  with respect to which the terms of payment for
goods shipped on account have been extended for a period not exceeding one year,
provided that such account  debtors are determined to have  satisfactory  credit
ratings and the total  aggregate  amount of such  Accounts with the same account
debtor does not exceed  established  credit limits,  provided that such Accounts
have not been  previously  extended,  and provided that such Accounts arose from
the sale of Eligible  Inventory  under the control or in the  possession  of the
subject account debtors.

                  "Revolving  Commitment"  shall mean the Bank's  commitment  to
lend to Borrowers, on a revolving basis, in the form of Advances and Import L/Cs
up to the maximum aggregate principal amount of Revolving Note, at any time from
the date hereof,  through and including the Termination  Date (provided there is
sufficient  Available  Credit to permit  said  levels  of  borrowing);  provided
further  that  the FX  Amount  calculated  from  time to time  (based  upon  the
percentages  of  outstanding   Foreign  Exchange  Contracts  set  forth  in  the
definition  of FX Amount  above) shall reduce (on a dollar for dollar basis) the
amount  available  under the Revolving  Commitment for Advances and Import L/Cs.
The maximum amount of the Revolving  Commitment shall be permanently reduced by:


                                       8
<PAGE>

(1) the $500,000 principal  installment payment scheduled for December 31, 1998;
and by (2) the amount that the  valuation of the Eligible Real Estate is reduced
for purposes of the Borrowing Base, as and when such reductions in the valuation
of the Eligible Real Estate are recognized for purposes of the Borrowing Base.1

                  "Revolving  Loan"  shall  mean the loan  being  made under the
Revolving Commitment that is evidenced by the Revolving Note.

                  "Revolving  Note"  means the  Ninth  Amended  and  Substituted
Revolving  Promissory Note,  dated of even date herewith,  made by the Borrowers
and  payable  to  the  Bank  in  the   maximum   aggregate   principal   sum  of
$33,600,000.00,  in the form of Exhibit "A-1" attached  hereto and  incorporated
herein by this reference.

                  "Revolving Standard Rate" shall mean the "Prime Rate," plus an
increment  of 50 basis  points,  which rate shall  change  immediately  upon any
change in the "Prime Rate."

                  "Security   Agreement"   means  the   "Second   Amendment   to
Receivables  and Inventory  Security  Agreement" as further amended from time to
time.

                  "Termination  Date" shall mean the earlier of March 31,  1999,
or the date on which the Bank  terminates the Revolving  Commitment  pursuant to
Article VII hereof.

                  "Total  Sum of  Overadvances"  refers  to the sum of:  (a) the
difference  between:  (i) $2.6  million,  and (ii) the actual  proceeds  paid in
consideration  for the full  reconveyance of that Deed of Trust (with Assignment
of Rents)," dated August 18, 1998 [to the extent that such sum is less than $2.6
million];  and  (b)  $3,000,000.00,  or  such  lesser  sum  as is  equal  to the
difference between (i) the Aggregate Outstandings;  and (ii) the sum of: (x) the
applicable  Advance  Rate  multiplied  by  Eligible  Inventory;   plus  (y)  the
applicable Advance Rate multiplied by: Eligible  Accounts;  plus (z) the undrawn
face amounts of any outstanding letters of credit obtained by Borrowers in favor
of Bank as beneficiary,2

                  "Year 2000 Compliant" means,  with regard to any entity,  that
all software,  embedded microchips,  and other processing  capabilities utilized

-----------------------------------------
1  The  interrelationship  between  these  definitions  is  complex.  "Revolving
Commitment" is the gross amount of the loan. The term  "Available  Credit" is an
overall  limitation on the formula contained in the "Revolving  Commitment." The
amount of the "Revolving  Commitment" is determined using calculations contained
in other definitions,  including: both "Borrowing Base," and "Available Credit."
The term "Borrowing Base" is also determined using other definitions,  including
"Eligible  Accounts,"  Eligible  Inventory,"  "Eligible  Real  Estate,"  "Import
L/C's," and "Foreign  Exchange  Contracts." The term "Total Sum of Overadvances"
is a limitation  on the  calculation  contained in "Eligible  Real  Estate." The
"Total Sum of Overadvances" will not exceed  $3,000,000.00 from the date of this
Agreement   through   December  31,  1998,  and  thereafter,   will  not  exceed
$1,000,000.00  during the 30-day  period  following  a "Full  Reconveyance"  and
thereafter   will  not  exceed  zero  [see  the  definition  of  "Eligible  Real
Estate."]The  term "FX Amount" is a limitation on "Foreign  Exchange  Contracts"
included in the "Revolving  Commitment,"  and is one of the amounts  included in
the calculation of "Aggregate Outstandings." This footnote is included by way of
illustration  only  and  shall  not  alter or  override  the  provisions  of the
Agreement.

                                       9
<PAGE>

by, and  material to the  business  operations  or  financial  condition of such
entity,  are able to interpret and manipulate data on and involving all calendar
dates correctly and without causing any abnormal ending  scenario,  including in
relation to dates in and after the Year 2000.

                  1.2 Other Terms. Other terms are given specific definitions in
other parts of this Agreement and also in the other Loan  Documentation and such
definitions  shall  govern  herein  and in the other Loan  Documentation  unless
expressly provided  otherwise or unless the context clearly requires  otherwise.
Unless express  definition or the context otherwise clearly requires,  all terms
used in this  Agreement  which are  defined  or given  scope or  meaning  in the
Uniform  Commercial Code (as in effect in the State of Utah) shall have the same
definition,  scope and meaning for the purposes of this  Agreement and the other
Loan  Documentation.  The plural shall include the  individual and the masculine
gender shall  include the feminine and vice versa and  references  to the neuter
shall include both the masculine and feminine and vice versa.

                                   ARTICLE II

                               TERMS OF THE CREDIT
                               -------------------

                  2.1  Bank's  Commitments.  Upon the terms and  subject  to the
conditions of this Agreement, the Bank will extend credit to the Borrowers prior
to the Termination Date through the following financial accommodations:  (a) the
Bank hereby commits to lend to Borrowers, by making Advances to the Borrowers on
a revolving  basis and by issuing Import L/Cs for the account of Borrowers,  for
use by the Borrowers in their general business operations,  subject to repayment
as hereinafter  stated,  up to the maximum  aggregate amount available under the
Revolving Commitment,  at any time through the date hereof through and including
the Termination  Date (provided there is sufficient  Available  Credit to permit
said levels of borrowing),  provided further that the FX Amount  calculated from
time to time shall  reduce (on a dollar for dollar  basis) the amount  available
under the  Revolving  Commitment  for Advances  and Import L/Cs;  (b) within the
Revolving Commitment, the Bank hereby further commits, subject to the conditions
and  limitations set forth in Section 2.6 below and elsewhere in this Agreement,
to make its foreign  currency  exchange  facilities  available  to  Borrowers by
entering into  contracts with Borrowers for sale by Bank to Borrowers of various
foreign currencies (provided there is sufficient Available Credit to permit such
activity  in  accordance  with  Section 2.6 and  recognizing  that the FX Amount
calculated  from time to time shall  reduce  (on a dollar for dollar  basis) the
amount  available under the Revolving  Commitment for Advances and Import L/Cs).
The sum of all Advances  outstanding  under this Agreement,  the face amounts of
all  Import  L/Cs  outstanding  under  this  Agreement,  and the FX Amount  (the
Aggregate Outstandings) shall not at any time exceed the Available Credit at any
given time from and including the  Termination  Date.  Repayment and reborrowing
under the  Revolving  Commitment  shall be permitted  subject to the  conditions
hereinafter set forth.

                  2.2 The Revolving  Note.  Advances to the  Borrowers  shall be
evidenced by the Revolving  Note, in the form attached  hereto as EXHIBIT "A-1",
which shall replace and amend the Ninth Note.  The Revolving  Note is payable to
the order of the Bank in the maximum  principal  amount of  $33,600,000.00.  The


                                       10
<PAGE>

Revolving Note shall mature on the  Termination  Date.  Each Advance made by the
Bank shall be recorded by the Bank on a computer  ledger  maintained by the Bank
for that  purpose  showing  the date and the  amount  of each  Advance  and each
payment  of  principal.  The  aggregate  amount of the  Advances  made under the
Revolving Note less repayments of principal shall be the principal  amount owing
and unpaid on the Revolving Note. The notations made by the Bank on the computer
ledger  related to the Revolving Note shall be presumed to be accurate and shall
be conclusive unless shown by clear and convincing evidence to the contrary,  to
have been mistaken.

                  2.3 Manner of  Borrowing.  So long as all  conditions  of this
Agreement  have been and remain  satisfied,  Borrowers may  effectuate  Advances
under the Revolving  Commitment by presenting daily Borrowing Base  Certificates
disclosing the amount of the desired  Advance and the Operating  Account(s) into
which the Advance is to be  deposited.  Bank shall make  Advances as  requested,
provided  that  there  is  sufficient   Available  Credit  under  the  Revolving
Commitment. Each Advance shall be made available to the Borrowers not later than
3:00 p.m. on the Banking Day  following the  submission  of the  Borrowing  Base
Certificate to the Bank.

                  2.4  Lockbox  Remittances.  In  accordance  with the terms and
conditions of the Lockbox Agreement,  Borrowers shall notify all account debtors
to  remit  all  payments  on  account  to  the  Lockbox.   If,   notwithstanding
instructions to debtors to make payments to the Lockbox,  any Borrowers  receive
any payments on accounts  pledged as Collateral,  such  Borrowers  shall deposit
such payments into the Collateral  Account.  Borrowers shall, acting as trustees
for Bank,  receive, as the property of Bank, any monies,  checks,  notes, credit
card sales drafts, credit card sales or charge slips or receipts,  drafts or any
other payment  relating to and/or  proceeds of sales of  Inventory,  Accounts or
other Collateral  which come into their  possession or under their control,  and
immediately upon receipt thereof shall deposit or cause the same to be deposited
in the  Collateral  Account.  In no  event  shall  the same be  commingled  with
Borrowers' own funds. Borrowers understand and agree that in accordance with the
terms and conditions of the Lockbox Agreement,  the deposit of some items may be
delayed pending verification and collection. Amounts deposited in the Collateral
Account  shall not bear  interest and shall not be subject to  withdrawal by any
Borrower.  All deposits in the Collateral  Account shall constitute  proceeds of
Collateral  and shall not  constitute  payment  of the  Obligations.  Bank shall
provide credit to the Collateral  Account in accordance with Regulations "J" and
"CC" but in the event  that  Bank or its agent are not able to verify  that such
funds have been or will be "collected,"  Bank shall be permitted to put a "hold"
on such funds without further notice to Borrower.  All "collected"  funds in the
Collateral  Account shall be applied to the payment of the  Obligations,  in any
order or manner of application  satisfactory  to Bank. If any such item is later
returned uncollected, such Borrower will immediately pay Bank the amount of that
item, or Bank may, at its discretion,  charge any  uncollected  item against the
Collateral Account of such Borrower. Each depositing Borrower shall be liable as
an endorser on all items received for deposit in the Collateral Account, whether
or not in fact  endorsed  by such  Borrower,  and Bank shall be  authorized  and
empowered  to deal with all Lockbox  items as provided in the Lockbox  Agreement
(which is incorporated herein by reference)..  Bank is provided,  hereunder, the
option,  to the extent of Available Credit or Collateral  Account  deposits,  to
credit  (without  notice  to or  demand  upon  Borrowers)  against  any  of  the
Obligations  which  have  become  due and owing  (including  without  limitation
monthly interest payments,  Import L/C reimbursement obligations and payments of


                                       11
<PAGE>

funds to settle Foreign Exchange Contracts),  funds from the Collateral Accounts
or funds which are  Advances.  If  insufficient  sums are  available  from these
sources,  the  application  of such  funds by Bank  shall  not be deemed to be a
waiver of any Default or Event of Default  arising  from the failure to make the
subject payment or any portion  thereof not covered by the foregoing  procedure.
If such funds are sufficient, then the election by Bank to so apply funds, shall
be  deemed a cure of any  failure  to make  timely  payment  (and the  resulting
Default and Event of Default).

                  2.5 Certain  Representations.  Each  submission of a Borrowing
Base  Certificate  and  request  for  an  Advance  shall  be  deemed  to be  the
representation  to the Bank by the Borrowers and the  Authorized  Representative
making such request that (a) no known Default or Event of Default exists or will
exist upon  completion  of the  requested  Advance;  (b) the total amount of the
Aggregate  Outstandings will not exceed the Available Credit;  (c) The requested
Advance will be utilized in accordance  with the Budget;(d) the  representations
and warranties contained in Article IV hereof are true and correct with the same
force  and  effect  as  if  made  on  the  date  of  such  request  (except  for
representations and warranties which relate solely to an earlier date and except
for changes of which the Bank has been previously  advised occurring as a result
of  transactions  or  events  which  are not in  violation  of any  term of this
Agreement);  and (e) the Borrowers are otherwise in compliance with the terms of
this Agreement without known breach, delinquency, Default or Event of Default.

                  2.6 Verification of Lockbox  Remittances.  All funds deposited
into the Collateral  Accounts must be reconciled  against the Borrowers' records
of payments  received on account.  Borrowers  agree to provide to Bank or to its
agent,  Altres Financial,  all documentation  reasonably  necessary to reconcile
such  deposits  and payments on a monthly  basis.  In the event that Bank or its
agent is, for whatever reason,  unable to reconcile such deposits with Borrowers
records of payments on account, and such unreconciled balances total $300,000.00
or more for a period of ten (10) Banking Days or more (after  written  notice to
Borrowers of the existence of such  unreconciled  balances),  Bank shall, at its
option,  suspend  Advances  to  Borrowers  until such  deposits  and  records of
payments on account are reconciled.

                  2.7 Request for and  Issuance of Import  L/Cs.  Borrowers  may
make  application for issuance of Import L/Cs through actions under the Computer
Applications Agreement or by submission of separate Application  Agreements.  So
long as the  applicable  conditions  precedent to issuance,  which are stated in
Article  VI  and  elsewhere  in  this  Agreement  have  been  fully  met  to the
satisfaction  of Bank,  Bank  will  issue  Import  L/Cs up to the  amount of the
Available Credit from time to time under the Revolving Commitment, provided that
no Import L/C will be issued to the extent such  issuance  would:  (i) cause the
sum of the  outstanding  principal  balance of the Revolving  Note plus the face
amounts of all  outstanding  Import L/Cs issued under the  Revolving  Commitment
plus the FX Amount to exceed the aggregate  limits of the Revolving  Commitment,
or (ii) cause a violation of any of the other  limitations  in the definition of
Available  Credit,  or (iii)  provide for the  issuance of an Import L/C with an
expiry date beyond the Termination  Date. The repayment  obligation with respect
to each Import L/C will be  evidenced  by the L/C Note for such Import L/C.  The
submission  of a request for an Import L/C shall also be deemed to  constitute a
reaffirmation  of the  representations  and  warranties  which  are set forth in
Subsections  (a),  (b),  (c),  (d) and (e) of  Section  2.5  above,  and  also a


                                       12
<PAGE>

representation  and warranty  that the issuance of the Import L/C being  applied
for will not cause a violation of any of the credit limitations contained in the
definition of Available  Credit.  As an additional  conditions  precedent to the
issuance of an Import L/C,  Borrowers  must pay Bank, in advance,  the letter of
credit fees requisite to such issuance, as then in effect under import letter of
credit policies and fee schedules of Bank. Unless otherwise agreed in advance in
writing  by  Bank,  all  Import  L/C's  shall  provide  for  payment  only  upon
presentation  of a full set of negotiable  bills of lading or other documents of
title to Bank, and Import L/Cs shall only be issued for purposes of facilitating
the import of and  payment  for  products  and goods in the  ordinary  course of
business  of the  Borrowers.  Borrowers  agree to  immediately  arrange  for the
amendment  of all  outstanding  Import  L/C's  to  conform  to the  restrictions
contained in this subsection 2.6. Borrowers agree that Bank shall not release to
any Borrower any part of a set of negotiable  bills of lading or other documents
of title or any  duplicate  copy of such  negotiable  bills of  lading  or other
documents of title except for the purpose of effecting  the delivery of goods to
such Borrower within 21 days or less.

                  2.8 Exchange Purchase  Agreements.  From time to time from the
date hereof  through  and  including  the  Termination  Date,  at the request of
Borrowers  (either written or telephonic  followed by immediate  confirmation in
writing),  Bank will  (subject to applicable  conditions  precedent set forth in
Article  VI and  elsewhere  in this  Agreement  and also  subject  to the  other
limitations and terms set forth in this Agreement)  enter into Foreign  Exchange
Contracts  with  Borrowers of up to the maximum  aggregate  amount,  at any time
subject  to  outstanding  contracts  (not yet  settled),  that  will not cause a
violation  of any of the  credit  limitations  contained  in the  definition  of
Available  Credit.  Borrowers  warrant,  represent and agree that the purpose of
entering  into  Foreign  Exchange  Contracts  is (i) to fix, at the date that it
enters into purchase contracts with Marker Germany for products of that company,
the dollar cost of such contract (which is contracted in  Deutschmarks  ("DM")),
or  (ii)  to fix  the  dollar  costs  of  other  foreign  purchases.  Except  as
hereinafter provided,  the Foreign Exchange Contracts,  which will be offered by
Bank to  Borrowers,  shall be  forward  contracts.  The  terms  of such  forward
contracts shall be the standard forward  contract format then generally  offered
by Bank to its  customers,  subject to the rights of Bank and  Borrowers to then
negotiate  special  terms and also to  provide  for the  length  of the  forward
contract (Bank initially  intends not to enter into Foreign  Exchange  Contracts
having terms  longer than 24 months).  Bank  reserves  the right to require,  in
connection with such forward  contracts or any other variety of Foreign Exchange
Contract between Bank and Borrowers,  that delivery of foreign currencies to the
party  specified by Borrowers,  shall be  conditioned  upon prior deposit of the
dollar  purchase  price of said  foreign  currencies  with the Bank  immediately
before the time that Bank must wire or otherwise  give  instruction  for foreign
currency  delivery.  The submission of a request for a Foreign Exchange Contract
shall also be deemed to constitute a reaffirmation  of the  representations  and
warranties  which are set forth in  Subsections  (a),  (b), (c), (d), and (e) of
Section  2.5 above,  and also a  representation  and  warranty  that the Foreign
Exchange  Contract  requested will not cause the aggregate  balance  outstanding
under  Foreign  Exchange  Contracts  (and the  resulting  FX  Amount) to cause a
violation  of any of the  credit  limitations  contained  in the  definition  of
Available Credit. At the request of Borrowers, in writing, reconfirming that the
purpose  of  the   requested   contract  is  congruent   with  the   warranties,
representations  and  agreements  set  forth  hereinabove,  Bank (if then  being
offered  generally  by Bank) will issue DM option  contracts  as well as forward
contracts. The availability of all Foreign Exchange Contracts will be subject to


                                       13
<PAGE>

the condition of payment by Borrowers of the fees,  charges and contract amounts
which are required as a condition precedent by Bank for such contracts, provided
that  Bank  agrees  that  such  fees,  charges  and  contract  amounts  shall be
reasonably  related to such fees  generally  charged by Bank or charged by other
offerors of such contracts.  The obligations of Bank hereunder, are specifically
conditioned  upon the Bank having normal access to foreign  exchange markets and
to facilities for the purchase of foreign currencies for its own account and the
account of other customers.

                  2.9 Borrowing Base Submissions.  The Borrowers agree to submit
to  Bank,  on a  daily  basis,  a  Borrowing  Base  Certificate  presenting  and
warranting  to Bank the current  status of the  Borrowing  Base. To satisfy this
requirement,  the Borrowing Base Certificate shall, in addition to providing the
information  set  forth in the form  attached  hereto  as  EXHIBIT  B, also have
attached  thereto,   an  aging  report  for  Accounts  (in  form  and  substance
satisfactory to Bank), an inventory list,  including report specifying in detail
satisfactory to Bank, the amount, kinds, pricing and location of Inventory.  The
submission of such additional  attachments and information shall be deemed to be
a warranty  and  certification  by  Borrowers  of the  accuracy and truth of the
information  provided.  Borrowers also agree to provide such other supplementary
information  (including  copies of contracts,  etc.) as shall in the  reasonable
judgment of Bank be requested.  Each submission of a Borrowing Base  Certificate
shall  constitute a  reaffirmation  that no substantial  negative  change in the
Borrowing Base has occurred which has not been fully disclosed to the Bank.

                  2.10 Use of  Proceeds.  Borrowers  prepared the Budget and the
Budget was submitted for the review and approval of the Bank.  The Bank made its
decision  to  extend  and  increase  the  Revolving  Commitment  based  upon the
information contained in the Budget.  Borrowers will immediately inform the Bank
(and will seek the written  approval of) concerning any material  changes to the
Budget,  which  approval shall not be  unreasonably  withheld.  Borrowers  shall
inform Bank in advance of  unbudgeted  uses for loan Advances and shall submit a
revision  to  the  Budget  together  with  all  supporting   documentation   and
information requested by the Bank. Subject to the foregoing, Borrowers shall use
the proceeds of the Advances  provided by Bank to  Borrowers  hereunder  only in
accordance with the Budget, except as otherwise approved in writing by the Bank.
All Import L/C's and Foreign  Exchange  Contracts  provided by Bank to Borrowers
pursuant to the  provisions  hereof shall be used by Borrowers  only for general
operating,  working capital and other proper corporate  purposes of Borrowers in
accordance with the Budget, except as otherwise approved in writing by the Bank.
None of the proceeds will be used,  directly or  indirectly,  for the purpose of
purchasing  or carrying  any margin  security or for the purposes of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any
margin  security or for any other  purpose which might cause any of the Advances
to be  considered a "purpose  credit"  within the meaning of Regulation G of the
Board of Governors of the Federal Reserve System, as amended.

                  2.11 Grant of Security Interest; Limited Power of Attorney. As
security  for the  repayment  of the  Obligations,  Borrowers  grant unto Bank a
security interest in all of the Collateral of Borrowers wherever located, and in
addition,  grant  such  other and  further  liens,  encumbrances,  and  security
interests as are described in the Collateral  Documentation.  Any description of
the  Collateral  contained  in this  Agreement  shall not be deemed to limit the


                                       14
<PAGE>

scope of such liens and  encumbrances  but shall be in addition to any  security
interests  described in the  Collateral  Documentation.  In addition,  Borrowers
herewith pledge and deliver to Bank all promissory  notes,  warehouse  receipts,
negotiable bills of lading,  documents of title and chattel paper which evidence
any accounts receivable or rights to the possession of goods. Borrowers herewith
grant unto Bank a limited power of attorney to endorse the name of any Borrower,
as payee(s),  bearer(s), or holder(s) of such notes, bills of lading,  warehouse
receipts,  documents of title and chattel  paper.  USA hereby  grants a security
interest  in the  Consignment  Savings  Account  and  pledges  such  account and
certificates to Bank as additional collateral for all Obligations.

                                   ARTICLE III

                     INTEREST, REPAYMENT, OTHER OBLIGATIONS
                     --------------------------------------

                  3.1 Interest.  The various  credit  facilities  provided under
this Agreement shall bear interest as follows:

                           (a)      Revolving  Loan  Interest  Interest  on  the
unpaid and  outstanding  principal  balance of Advances under the Revolving Loan
will be  calculated  at the per annum  rate which  shall at all times  (adjusted
daily) be equal to the Revolving Standard Rate.

                           (b)      Prime  Rate.  The Prime Rate may change from
time to time,  and  interest  payable on the  Revolving  Loan will  continue  to
fluctuate  at the  Revolving  Standard  Rate as  adjusted  from time to time for
changes in the Prime Rate.  Any changes in the interest rate under the Revolving
Loan shall become  effective,  without  prior  notice,  on the date on which the
Prime Rate changes. Should the actual rate of interest as calculated exceed that
allowed by law,  the  applicable  rate of interest  will be the maximum  rate of
interest lawfully allowed.

                           (c)      Default  Interest Rate.  Upon the occurrence
of an Event of Default,  the rate of interest per annum for the  Revolving  Loan
shall be the per annum rate which shall at all times  (adjusted  daily) be equal
to three percent (3.0%) above the Prime Rate in effect from and after such Event
of Default;  provided further,  however,  that if Bank shall waive in writing or
allow a cure of such Event of  Default,  the  interest  rate for the loans shall
revert to the  non-default  rate  specified  above from and after such waiver or
completion of cure (whichever is sooner).

                           (d)      Interest  Accrual and Payments.  Interest on
the Notes shall be  computed  on the basis of actual days  elapsed and a year of
365 days.  Interest shall be payable monthly in arrears on the first day of each
month for interest accrued during the preceding month, and at maturity. The Bank
shall submit its statement to the Borrowers  for monthly  interest.  The Bank is
authorized to debit,  after the  occurrence  of an Event of Default,  any demand
deposit  account  maintained by any Borrower with the Bank to effect the payment
of principal or monthly interest.

                           (e)      Interest on Other Facilities.  The L/C Notes
shall bear interest at the Revolving Standard Rate. Obligations of Borrowers for


                                       15
<PAGE>

payments  arising under or in connection with Foreign  Exchange  Contracts which
are not paid when due shall bear interest at the default rate  specified in such
Foreign Exchange Contracts, or, if no default rate is set forth therein, then at
the default rate specified hereinabove for the Revolving Note.

                  3.2 Mandatory  Payment and  Prepayments - Revolving  Note. The
entire unpaid  principal  balance of the Revolving Note shall be due and payable
on the Termination Date. In addition, if at any time the Aggregate  Outstandings
exceed  the  Available  Credit at any  given  time  through  and  including  the
Termination Date, then Borrowers shall immediately prepay the Revolving Note (or
at Bank's  sole  discretion  otherwise  reduce  the  amount  of the  outstanding
Obligations) in an aggregate  amount equal to such excess.  Moreover,  if at any
time the sum of the outstanding  principal balance under the Revolving Note plus
the face  amounts of all  outstanding  Import  L/Cs issued  under the  Revolving
Commitment plus the FX Amount exceeds the then applicable Available Credit, then
Borrowers  shall  immediately  prepay  the  Revolving  Note (or at  Bank's  sole
discretion  otherwise  reduce the amount of the  outstanding  Obligations) in an
aggregate amount equal to such excess

                  3.3 Optional  Prepayments.  The Borrowers shall have the right
at any  time  and  from  time to time to  prepay  the  Notes in whole or in part
without premium or penalty,  provided that any prepayment must be accompanied by
the  payment of all  accrued  and unpaid  interest  thereon  through the date of
prepayment. All optional and mandatory payments and prepayments of principal and
interest on the Notes shall be made at Special Loans  Department,  79 South Main
Street,  8th Floor,  Salt Lake City, Utah 84111, in United States dollars and in
immediately available funds.

                  3.4 Payments Due On Non-Banking Days.  Whenever any payment to
be made hereunder or under the Notes or any of the Obligations shall be due on a
Saturday,  Sunday  or a public  holiday,  such  payment  may be made on the next
succeeding  Banking Day,  and such  extension  of time shall,  in such case,  be
included  in the  computation  of payment of  interest  hereunder  and under the
Notes.

                  3.5 Application of Payments.  With respect to payments made by
Borrowers or received in connection  herewith without designation as to which of
the Notes or other  Obligations such payment is to be applied,  such payment may
be  applied  by Bank to such of the  Obligations  as it  determines  in its sole
discretion.  Upon the  occurrence of an Event of Default,  payments  received or
other funds  realized for  application  shall also be subject to  application to
Obligations as Bank may determine in its sole and absolute discretion. Borrowers
shall  make all  payments  to Bank on the  Obligations  free and clear  of,  and
without deduction or withholding for or on account of, any offset, counterclaim,
defense,  duties,  taxes,  levies,  imposts,  fees,  deductions,   withholdings,
restrictions,  or conditions of any kind.  If, after receipt of any such payment
of, or proceeds of Collateral  applied to the payment of any of the Obligations,
Bank is  required  to  surrender  or return  such  payment to any person for any
reason,  then the  Obligations  intended  to be  satisfied  by such  payment  or
proceeds shall be reinstated  and continue and this Agreement  shall continue in
full force and effect as if such  payment or proceeds  had not been  received by
Bank.  Borrowers  shall be liable to pay to Bank, and Borrowers  hereby agree to
indemnify  and hold Bank  harmless  for,  the amount of any payments or proceeds


                                       16
<PAGE>

surrendered or returned.  This provision shall remain effective  notwithstanding
any contrary  action which may be taken by Bank in reliance upon such payment or
proceeds,  and this provision  shall survive the payment of the  Obligations and
the termination or non-renewal of this Agreement.

                  3.6 Restriction on Payments to Affiliates. Notwithstanding any
other  provision of this Agreement to the contrary,  Borrowers  acknowledge  and
agree that,  although funds under the Commitments may be used in accordance with
the Budget to repay intercompany  payables owed to Affiliates in connection with
the purchase of Inventories,  funds under the Commitments shall not be loaned or
otherwise  used in or for the  benefit  of  Affiliates  or  Insiders  except  as
provided in the Budget.  Without  limiting the generality of the  foregoing,  no
funds  under  the  Commitments  may be used for  loans or  prepayments  or other
advances to (non-Borrower)  Affiliates or Insiders,  except as previously agreed
by Bank in writing.

                  3.7  Release  of  Certain  Collateral.  In  the  absence  of a
condition  that may (upon written notice to Borrower and the passing of a "cure"
period) ripen into Event of Default, which condition is then continuing,  and at
such time as the Total Sum of  Overadvances is reduced to zero (but in any event
not sooner than January 15, 1999),  Bank shall release all Collateral  described
in the "Collateral Assignment of Trademarks and Patents," dated as of August 31,
1998,.on the further  condition  that the Borrowers  shall have  previously  and
permanently  reduced  the  Revolving  Commitment  by at least $2.6  million as a
result of the sale or refinancing  of all of the real estate  encumbered by that
Deed of Trust With  Assignment  of Rents and  Security  Agreement,"  dated as of
August 18, 1998,  and recorded on August 19, 1998,  as Entry No.  7063058 in the
official records of Salt Lake County, Utah.

                  3.8 Provision for Consignment Sales. USA and/or  International
shall enter into an Exclusive  Distributorship Agreement with Marker Deutschland
GmbH  for the  importation  ,  distribution,  and  sales  of goods to be sold on
consignment  for the  account of Marker  Deutschland  GmbH.  Marker  Deutschland
currently   contemplates   providing   47,155  pairs  of   consigned   goods  to
USA.(described  in attached Exhibit "E") USA and  International  agree that they
will not enter into  agreements  for consigned  goods in excess of the currently
contemplated  47,155 pairs of consigned  goods  without first  demonstrating  to
Bank's satisfaction that such additional  consigned goods will not impair Bank's
existing collateral  position;  i.e., that such additional  consigned goods will
not saturate the market for the  existing  product or depress the selling  price
for the  existing  product  that  constitutes  part of  Bank's  collateral.  The
following  additional  terms apply to the  distribution  of  consigned  goods by
USA:(a) if USA is able to sell or otherwise  distribute  such  consigned  goods,
such sale or  distribution  will be  considered  to be covered by the  licensing
provisions  contained in the  Exclusive  Distribution  Agreement for the sale or
distribution of products of Marker  Deutschland  GmbH; and USA shall endeavor to
sell such consigned  goods on terms and for prices equal to the terms and prices
charged by USA for Inventories;  (b) upon satisfaction of any conditions imposed
by Marker  Deutschland  GmbH.  for the release of the  consigned  goods from any
warehousing  arrangement and upon default, Bank (or Bank's assignees) shall have
the right,  but not the  obligation,  to sell the consigned  goods with the same
rights as are  granted to  International  and USA  (contained  in the  Exclusive
Distribution  Agreement);  (c) any sales  and  shipments  by USA  which  include
Inventory as well as consigned  goods shall be deemed to have been  conducted in


                                       17
<PAGE>

the following order: first, the sale of all Inventory, and secondly, the sale of
any consigned goods, and Bank shall be entitled to monitor and audit joint sales
of Inventory and consigned  goods to verify  compliance  with this term. (d) USA
agrees to deposit seventy percent (70%) of the Consignment  Sales Profits on all
sales  of  consigned  goods  into a  Consignment  Savings  Account  at Bank  and
controlled  solely by Bank; such Consignment  Savings Account shall be converted
into negotiable thirty (30) day certificates of deposit on a monthly basis, duly
indorsed  and  pledged to Bank as  Collateral.  In the event that the sum of the
Obligations  is equal to or less  than the  amount  of the  Consignment  Savings
Account, or at the Termination Date, Bank will be entitled to apply the funds in
the  Consignment  Saving  Account to the  Obligations.  Bank shall  release  its
security  interest in such  Consignment  Savings Account upon payment in full of
the  Obligations.  At the  request  of  Borrowers,  Bank  agrees to review  with
Borrowers  the financial  impact upon  Borrowers of the initial  (47,155  pairs)
consignment  sales program to ascertain if such consignment sales positively (or
negatively)  impacted  the sales of  Inventories  on hand.  Bank  shall  have no
obligation to approve additional consignment sales programs.

                  3.9  Subordination  of Insider  Debt.  Each  Borrower,  by its
execution of this Agreement,  agrees that the repayment of any indebtedness owed
to such Borrower by any other Borrower is  subordinated  to the repayment of all
indebtedness owed to Bank by any such Borrower.  In the absence of default, such
indebtedness  incurred  in the  ordinary  course  of  business  may be  paid  as
contemplated in the Budget.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                  The  Borrowers  hereby  represent  and  warrant to the Bank as
follows:

                  4.1 Due  Incorporation.  Each Borrower is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Utah (or the  State of  Delaware  in the case of DNRNA and  DNRUSA)  and has the
corporate  power  to own  its  property  and to  carry  on its  business  as now
conducted.

                  4.2 Authorization.  The execution, delivery and performance of
this Agreement and the other Loan Documentation have been duly authorized by all
necessary corporate action on the part of the Borrowers.  This Agreement and the
other Loan Documentation  have been duly executed by authorized  officers of the
respective  Borrowers and  (assuming  its due execution by the Bank)  constitute
valid and binding agreements,  enforceable against the Borrowers who are parties
thereto in accordance with their respective terms.

                  4.3 Power.  Each of the  Borrowers has the power and the legal
right and authority to enter into this  Agreement and to execute and deliver the
various  items of the Loan  Documentation  to be executed by it, and each of the
Borrowers  has the power and legal right and  authority to execute and grant the
security  interests,  liens,  assignments  and  security  agreements  which  are
required as conditions precedent to the credit facilities hereunder.


                                       18
<PAGE>

                  4.4  Non-Default.  Except as  previously  disclosed to Bank in
writing,   the  execution  and  delivery  of  this  Agreement,   the  Collateral
Documentation,  the Notes and the other Loan  Documentation  and compliance with
the terms and provisions of this Agreement,  the Collateral  Documentation,  the
Notes and the other Loan  Documentation  will not violate the  provisions of any
applicable  law,  regulation,  order or decree,  or constitute a violation of or
default  under the articles of  incorporation  or by-laws of any Borrower or any
material agreement binding upon any Borrower.

                  4.5 Litigation.  Except as to matters disclosed to the Bank in
Borrowers' financial statements which are identified in Section 4.6 below, there
is no  action  or  proceeding  pending  or, to the  knowledge  of any  Borrower,
threatened  against  any  Borrower  before  any court or  administrative  agency
(except insured claims) wherein an unfavorable  ruling,  decision or finding may
result in any material adverse change in the business or financial  condition of
any  Borrower or in any  Borrower's  abilities  to pay and  perform  under or in
connection with this  Agreement;  nor has any judgment or order which entails or
might   result  in  such  a  change  been  made  or  entered  by  any  court  or
administrative  agency. With respect to the "Sims litigation," Borrowers warrant
that they  retain any and all claims  which  they may have  against  any and all
advisors and legal counsel who were retained by any Borrower in connection  with
the  termination  of the "Sims  license  agreement,"  and that no Borrower  will
settle,  waive or  compromise  any claim which any Borrower may have against any
attorney, advisor, consultant or other party in connection with the Sims license
agreement or any litigation arising with respect thereto.

                  4.6 Financial  Statements.  The Borrowers  have  furnished the
Bank with the following financial statements:  Unaudited financial statements of
Borrowers as of June 30, 1998;  All of the foregoing  financial  statements  are
true and  correct  and were  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently  maintained throughout the periods involved
and present  fairly the respective  financial  conditions of the Borrowers as of
the dates thereof. Since the date of each of the aforesaid statements, there has
been no material  adverse  change in the  individual  or aggregate  and combined
condition (financial or otherwise) of the Borrowers, except changes disclosed to
the Bank in writing prior to the execution of this Agreement, and changes in the
ordinary  course  of  business  which  have not been,  in any  case,  materially
adverse.

                  4.7 Year 2000 Compliance.  Each Borrower has: (i) undertaken a
detailed inventory,  review, and assessment of all areas within its business and
operations  that could be adversely  affected by the failure of such Borrower to
be Year 2000  Compliant on a timely  basis;  (ii)  developed a detailed plan and
timeline for becoming Year 2000 Compliant on a timely basis;  and (iii) to date,
implemented that plan in accordance with that timetable in all material aspects.
Each Borrower  reasonably  anticipates  that it will be Year 2000 Compliant on a
timely  basis.  Each  Borrower  has  made  written  inquiry  of  each of its key
suppliers,  vendors, and customers as to whether such persons and entities will,
on a timely basis,  be Year 2000  Compliant in all material  respects and on the
basis of such inquiry  believes  that all such persons and entities will be Year
2000 Compliant.  For purposes  hereof,  "key  suppliers,  vendors and customers"
refers  to those  suppliers,  vendors,  and  customers  of each  Borrower  whose
business  failure  would,  with  reasonable  probability,  result in a  material
adverse effect on the business, properties,  condition (financial or otherwise),
or prospects of such Borrower. Each of the Non-U.S. subsidiaries shall be deemed


                                       19
<PAGE>

to be a "key" supplier or customer of Borrowers.

                  4.8  German  Banks'  Reinstatement  of Marker  Germany  Credit
Arrangements.  Marker  Deutschland GmbH.  ("Marker  Germany") has reinstated its
credit  arrangements  with Hypo  Vereinsbank,  BFG Bank,  and Deutsche Bank (the
"German Banks"), and the German Banks have extended new credit to Marker Germany
in  accordance  with the  financial  plan of  Marker  Germany  for  meeting  the
financial needs of Marker Germany through March 31, 1999.

                                    ARTICLE V

                                    COVENANTS
                                    ---------

                  Each of the Borrowers  covenants  and agrees that,  unless the
Bank shall otherwise consent in writing, it will:

                  5.1  Payment of Taxes.  Pay all taxes,  assessments  and other
governmental  charges  required  of it before any  penalty  accrues,  unless the
charge is being  contested in good faith with reserves,  bonds or set asides for
payment having been established to Bank's satisfaction.

                  5.2  Maintain  Business.  Continue the conduct of its business
and, as applicable,  maintain its corporate  existence and maintain all material
rights,  licenses  and  franchises  and  comply  with  all  applicable  laws and
regulations  necessary  to  enable  it to  conduct  its  business  as  presently
conducted.

                  5.3 Maintain Properties.  Maintain its property, including any
collateral given for security, in good working order and condition.

                  5.4  Insurance.  Maintain  in full force and effect  insurance
coverage by financially sound and responsible insurers, approved by the Bank, on
all  properties  and assets of a  character  usually  insured  by  organizations
engaged in the same or similar business and adequate public liability  insurance
against tort claims which may be asserted  against the Borrower.  This provision
is in addition to the  requirements  of the  Collateral  Documentation  or other
instrument executed in connection with the Commitments.

                  5.5 Good Standing.  Maintain, as applicable, its good standing
as a  corporation  under  the laws of the  state of its  incorporation  and as a
corporation  qualified to do business in all jurisdictions where it is presently
qualified;  and upon  request by the Bank,  qualify and remain  qualified  to do
business  in  any  jurisdiction  in  which  the  Bank  may  reasonably   believe
qualification  to be necessary for the  protection or  enforcement of any of the
interests and liens in the Collateral.

                  5.6 Books and  Records;  Inspections.  Keep  proper  books and
records of account in which full,  true and correct  entries will be made of all
its  dealings,  business  and  affairs in  accordance  with  generally  accepted
accounting principles consistently maintained, to examine and copy its books and
financial  records,   to  permit  Bank  or  its  agents  to  inspect  and  audit
inventories,  and to discuss its affairs and finances  with it or its  principal


                                       20
<PAGE>

officers,  all at such  times  as the  Bank  may  reasonably  request.  Further,
Borrowers shall cooperate,  during  reasonable  business hours, with requests by
Bank to examine underlying records, books, and papers for purposes of confirming
the  information  provided  in  connection  with  Borrowing  Base  Certificates,
provided that Bank shall give the applicable  Borrower advance written notice of
a request for such  inspection  or  examination,  such notice being  adequate if
given five (5) full  Banking  Days before the time and day at which Bank intends
to conduct the same. Borrowers shall permit any person designated by the Bank to
visit and  inspect any of its  properties,  and in  connection  with any on-site
inspections,  Bank agrees to exercise  reasonable care to avoid  interruption of
the normal business affairs and work of the Borrowers.

                  5.7  Litigation;  Condemnation  Awards.  Give  prompt  written
notice to the Bank of any litigation or governmental  proceeding  pending or, to
its  knowledge,  threatened  against  it  (including  but  not  limited  to  any
condemnation  proceedings)  which (a) involves a claim of over $35,000.00 or (b)
if adversely  determined,  may have a material adverse effect on its business or
condition  (financial  or  other),  affairs or  operations  or ability to pay or
perform  hereunder  and  execute and  deliver to  Borrower  an  irrevocable  and
unconditional  assignment of such  Borrower's  condemnation  award and Borrowers
agree to cooperate with Bank in the defense or  prosecution of any  condemnation
proceedings.  Notwithstanding  the execution and delivery of such  assignment of
any  condemnation  awards,  Borrower shall not be credited with "payment" of the
amount of such award  unless and until Bank  actually  receives  payment of such
claim.  Borrower  further  grants unto Bank a limited and  irrevocable  power of
attorney to prosecute such condemnation  proceedings on behalf of such Borrower,
and to  otherwise  take all  reasonable  and  necessary  actions to enforce  and
compromise such claim (if necessary).

                  5.8 Merger or Sale.  Not merge or  consolidate  with any other
corporation or sell, lease, transfer or otherwise (except in the ordinary course
of  business)  dispose of all or a  substantial  part of its  assets  (including
shares  in  any  Borrower  or in any  Non-U.S.  subsidiary),  provided  however,
International  shall  exercise  its best  efforts to dispose of the real  estate
which is encumbered by the "Deed of Trust With  Assignment of Rents and Security
Agreement,"  dated as of August 18, 1998,  and  recorded on August 19, 1998,  as
Entry No.  7063058.  No Borrower will,  without the advance  written  consent of
Bank,  directly or indirectly  permit a change in the control of any Borrower or
any Non-U.S.  subsidiary.  Notwithstanding the foregoing,  Bank contemplates the
sale or other  disposition  of LTD,  DNRUSA  and/or  DNRNA by  International  in
consideration  of the assumption,  by the purchaser,  of all or a portion of the
liabilities of LTD, DNRUSA and/or DNRNA;  International agrees that such sale or
other disposition shall not be consummated  without the written consent of Bank,
which consent shall not be  unreasonably  withheld.  Borrowers will not abandon,
sell,  compromise,  or take any action to impair any claims that any Borrower or
any Non-US subsidiary may have without the prior written approval of Bank.

                  5.9 Financial Statements. Deliver to the Bank, with respect to
each of the  Borrowers,  as soon as available and in any case within thirty (30)
days after the end of each month, an income statement for such month and for the
entire  fiscal year to the end of such month,  and a balance sheet as at the end
of such month, certified as accurate by a financial officer of each Borrower, as
the case may be, and deliver to the Bank, with respect to International, as soon
as available and in any case within  forty-five  (45) days after the end of each


                                       21
<PAGE>

fiscal  quarter,  an income  statement  for the entire fiscal year to the end of
such quarter,  and a balance  sheet as at the end of such quarter,  certified as
accurate by a financial officer of International.

                  5.10 Annual Audits.  Deliver to the Bank, as soon as available
and in any case within  ninety (90) days after the end of each fiscal  year,  an
income  statement for such fiscal year and a balance sheet as at the end of such
fiscal year,  certified as an  "audited"  statement by Arthur  Andersen & Co. or
other firm of independent  certified public  accountants of recognized  standing
selected  by the  Borrowers  and  acceptable  to the  Bank,  together  with  any
supplementary  reports  furnished to the  Borrowers  or their  directors by such
accountants.  All such  financial  statements  shall be certified as having been
prepared in conformity with generally accepted accounting  principles applied on
a basis  consistent with that of the preceding  fiscal year except to the extent
necessary to reflect changes in accounting principles approved by the accounting
firm  referred to in this Section  5.10.  In addition,  at least once during the
term of this Agreement (but not prior to December 31, 1998), Borrowers shall, at
the Bank's expense, deliver or cause to be delivered to Bank written reports and
valuation appraisals of the Inventory, in form, scope and methodology reasonably
acceptable to Bank,  addressed to Bank or upon which the Bank shall be expressly
permitted to rely.  Borrowers shall, at Borrowers'  expense,  conduct through an
inventory counting service acceptable to Bank, a physical count of the Inventory
in scope,  form, and methodology  reasonably  acceptable to Bank, the results of
which shall be reported directly to Bank by such inventory counting service, and
Borrowers shall promptly deliver  confirmation (in a form  satisfactory to Bank)
that  appropriate  adjustments  have  been  made  to the  Inventory  records  of
Borrowers the reconcile the Inventory count of such inventory  counting  service
to Borrowers' own Inventory records.

                  5.11  Compliance  Certificates.  Deliver  to  the  Bank,  with
respect  to each  Borrower,  within  forty-five  (45) days after the end of each
fiscal quarter, a compliance  certificate in form and substance  satisfactory to
the Bank,  signed by the Chief  Financial  Officer or President of the Borrower,
certifying  compliance by the Borrower with all covenants and obligations  under
this  Agreement and the other Loan  Documentation,  excepting such covenants and
obligations with respect to which Bank has granted a waiver (in writing) or with
respect to which Bank has agreed to  exercise  forbearance  notwithstanding  the
non-compliance therewith by Borrowers.

                  5.12 Other  Information.  Furnish to the Bank on or before the
next Banking Day, such other financial information,  reports or documents as the
Bank may at any time,  and from time to time,  reasonably  request,  in  writing
including:

                  (i) all 10K and 10Q filings filed by International;
                  (ii)  any   acceleration   or  claimed   acceleration  of  any
                  indebtedness  owed to another party in excess of  $100,000.00;
                  (iii)  any   acceleration  or  claimed   acceleration  of  any
                  indebtedness  owed to another  party in excess of the payments
                  contemplated  in  the  Budget;  
                  (iv) weekly sales journals, including backup documentation for
                  all sales  (including but not limited to weekly cash and sales
                  registers);
                  (v)  weekly  listings  and  agings of  Accounts  and  accounts
                  payable;
                  (vi)  weekly  reports  listing  the  estimated  value  of  the
                  Inventories, on a cost basis;
                  (vii)  weekly and monthly  comparisons  of  Borrowers'  actual
                  

                                       22
<PAGE>

                  results for the previous  week or month as compared  with cash
                  projections  of Borrowers  for such week or month as contained
                  in the Budget (Exhibit "C");
                  (viii) weekly listings of returns of Inventories, markdowns of
                  Inventories,   and  exchanges  of   Inventories   for  credit,
                  including  the  names,  addresses,  amounts  and terms of such
                  exchanges or returns,  signed by the person(s) who  authorized
                  such returns or exchanges;
                  (ix) monthly perpetual Inventory reports;
                  (x) monthly listings of the names and addresses of all current
                  customers,  and  monthly  listings  of the  names,  addresses,
                  amounts, and terms of all Accounts;
                  (xi) monthly listings of Redated Accounts;
                  (xii) a listing of existing and pending claims of Borrowers on
                  any  policies  of  insurance,  accompanied  by  copies  of all
                  applicable policies of insurance;
                  (xiii) reports of sales and use tax collections,  deposits and
                  payments, including monthly sales and use tax accruals;
                  (xiv) any material changes or updates to the Budget; and
                  (xv) such other and further information as Bank may reasonably
                  request,  including  (but not  limited  to) copies of customer
                  statements and credit memos,  remittance  advices and reports,
                  copies  of  deposit  slips  and  bank  statements,  copies  of
                  shipping and delivery  documents,  copies of purchase  orders,
                  invoices  and  delivery  documents  for  Inventories  sold and
                  acquired, etc.

Bank shall have the right at any time or times,  in Bank's name (or on behalf of
the Bank by Bank's agent(s)), to verify the validity, amount or any other matter
relating to any Account or any Collateral, or relating to any report or document
submitted  to Bank or to Bank's  agent.  Such  verification  may be conducted by
mail, telephone, facsimile transmission, or otherwise.

                  5.13 Hedging. USA shall have currency exchange hedging devices
(either forward or option contracts) in effect at all times, that are sufficient
to cover at least 50% of USA's  foreign  payables  (excluding  those  payable in
Dollars) to Marker  Germany for  product.  By the end of each fiscal  year,  USA
shall have such currency  exchange hedging devices in effect that are sufficient
to cover  50% of such  foreign  payables  of USA  (excluding  those  payable  in
Dollars)  generated during that fiscal year which remain unpaid at year-end (and
shall  maintain  a 50% level of  coverage  on such  payables  until  payment  is
actually made).

                  5.14  Capital  Expenditures;   Salary  Increases.  Not  permit
capital  expenditures by the Borrowers as a group to exceed  $50,000.00.  in the
aggregate  during the fiscal year ending March 31, 1998; Not permit increases in
salaries to directors and  management  level officers of Borrowers to exceed the
amounts contemplated in the Budget

                  5.15 Zions Credit Obligation.  Take all reasonable measures to
arrange for the  deferral  of payment of any  obligation  owing to Zions  Credit
Corporation  beyond  December 31, 1998, or otherwise to reschedule  such payment
obligation in a manner acceptable to Bank.

                  5.16. Guaranteed  Obligations of Non-U.S.  Subsidiaries.  Take
all  reasonable  steps to  arrange  for the  deferral  of  payments  due and the


                                       23
<PAGE>

extension  of  maturity  dates  of loan by  institutional  lenders  to  Non-U.S.
subsidiaries where such loans are guaranteed,  in whole or in part,  directly or
indirectly, by any Borrower.

                  5.17.  Subordination of Insider Debt Deliver evidence that all
debt owed by any Borrower to any other  Borrower or to any other  subsidiary  of
International  or to any  "Affiliate"  or  "Insider" of any  Borrower,  has been
unconditionally subordinated to the repayment of the Obligations of Borrowers to
Bank, except as otherwise  expressly agreed in writing by Bank.  However,  it is
expressly  understood  that  subordinations  shall not be  required  from Marker
Deutschland GmbH., from Marker Canada, and from Marker Japan.

                  5.18  Location of  Inventories;  Subordination  of Liens.  All
Inventories  shall be stored in and delivered  only to warehouses and facilities
located in either  the state of New  Hampshire  or in the state of Utah.  In the
event  that  Inventories  are  stored  in  public  warehouse  facilities  in any
location, Borrowers shall immediately notify Bank of the location of such public
warehouse  and shall  deliver to Bank  negotiable  warehouse  receipts  or other
documents of title evidencing the goods and Inventories stored in such location.
Borrowers  shall  not  store  goods  and  Inventories  in  facilities  or public
warehouses except that such warehouseman or landlord shall agree in writing,  in
advance,  to the subordination of such warehouseman's lien or landlord's lien to
the priority of the security interest of the Bank in such goods or Inventories.

                  5.19 Negotiable Documents.  Accounts shall not be evidenced by
negotiable  documents  without  the consent of Bank.  In the event that  account
debtors, Non-U.S.  subsidiaries or others (and notwithstanding this prohibition)
deliver to any Borrower negotiable documents (e.g.  promissory notes,  documents
of title,  negotiable  warehouse  receipts,  negotiable  bills of lading)  which
evidence  an  obligation  of  payment  or a right to the  possession  of  goods,
Borrowers shall immediately endorse and deliver the same in bearer form to Bank.

                  5.20  Insurance  Claims.  Give  prompt  written  notice of the
happening of any event giving rise to insured claims  against any Borrower,  and
to the  extent  that such  claim(s)  are not  reflected  in the  Budget,  and to
transmit to Bank copies of any insurance  policies which may be implicated  with
respect to such claim.  At the written  request of Bank,  Borrowers will provide
copies of any  documentation  relating to such claims and will provide a written
narrative  explaining such claim. At the written request of Bank, Borrowers will
execute and deliver to Bank an irrevocable and  unconditional  assignment of any
of  Borrowers'  claims on any policy of  insurance to the extent that such claim
arises out of a "loss" in connection  with the Collateral and to the extent that
such claim arises out of the "loss" or impairment  of rights in connection  with
patents,  trademarks,  licenses,  sublicenses,  distribution rights, and similar
claims.  Borrowers will cooperate and assist Bank as requested in collecting the
proceeds of such claim.  Notwithstanding  the  assignment of such claim to Bank,
Bank shall not credit the amount of such claim in reduction  of the  Obligations
of  Borrower  unless and until Bank  actually  receives  payment of such  claim.
Borrower further grants unto Bank a limited and irrevocable power of attorney to
prosecute  such  insurance  claim  and to  otherwise  take  all  reasonable  and
necessary actions to enforce and compromise such claim (if necessary).

                  5.21  Terms  of  Invoices.   Legend  all  invoices  and  sales


                                       24
<PAGE>

documentation  to disclose to purchasers  that returns of  merchandise  shall be
accepted  only for exchange for goods of equal or greater value and shall not be
accepted for cash or credit,  except with respect to merchandise  which contains
manufacturing  defects  or which  was  damaged  in  shipment  to the  purchaser.
Borrowers  agree that authority to approve any returns of  merchandise  shall be
limited to no more than two officers of Marker USA.

                  5.22 Use of Marker Tradename.  International,  as owner of the
"Marker" trademark and related rights in the U.S.A., as well as the remainder of
the  Borrowers  (to the extent that they have any rights in the  "Marker"  name)
hereby  covenant that they have not and will not allow any other entity,  except
another Borrower, to use the "Marker" name and related trademarks and tradenames
and other  rights to sell ski bindings  and  snowboard  bindings and other goods
bearing the  "Marker"  name in the U.S.A.,  without  the prior  express  written
consent  of  Bank.  Any such  consent  which is  already  contained  in the Loan
Documentation shall be considered to already have been given by Bank.

                                   ARTICLE VI

                     CONDITIONS PRECEDENT TO BANK FACILITIES

                  6.1 Initial  Conditions.  The Bank shall not be  obligated  to
make any Advances, issue Import L/Cs or provide Foreign Exchange Contracts until
each of the following conditions precedent shall have been satisfied:

                           (a) The Bank shall have received the following,  each
fully executed and dated in form and substance
satisfactory to the Bank:

                             (i)  The  Revolving  Note,  duly  executed  by  the
Borrowers.

                             (ii) Copies of the  articles of  incorporation  and
                  by-laws of the Borrowers and of necessary  resolutions  of the
                  Borrowers authorizing the execution,  delivery and performance
                  of this Agreement,  and the other items of Loan  Documentation
                  to be executed  by  Borrowers,  respectively,  all in form and
                  substance satisfactory to the Bank and its counsel.

                           (b) Copies of  documentation  referenced  in Sections
5.4, 5.5, 5.10, 5.11 and 5.12.

                           (c) In addition, no Default or Event of Default shall
have occurred and be existing and unwaived by Bank in
writing.

                           (d) All legal matters incident hereto or to the loans
to be made hereunder shall be satisfactory to
counsel to the Bank.

                  6.2 Conditions  Precedent to Each Subsequent  Advance or Other
Facility. The obligation of the Bank to make each Advance (including the initial


                                       25
<PAGE>

Advance) and to make available each Import L/C and Foreign Exchange  Contract is
subject  to the  following  further  conditions  precedent  at the  time  of the
requested transaction:

                           (a) No  uncured  Default  and  no  uncured  Event  of
Default has occurred or will exist upon completion of the
requested  Advance or provision of the requested  Import L/C or Foreign Exchange
Contract, unless the same has been expressly waived in writing.

                           (b) The representations  and warranties  contained in
Article IV hereof are true and correct with the same force and effect as if made
on and as of the date of such request (except for representations and warranties
which relate  solely to an earlier date and except for changes of which the Bank
has  previously  been advised  occurring as a result of  transactions  or events
which are not in violation of any term of this Agreement).

                           (c) For each Import L/C,  Borrowers have executed and
delivered  the  required  L/C  Note,  and for each  Foreign  Exchange  Contract,
Borrowers have executed and delivered the required Foreign Exchange Contract.

                                   ARTICLE VII

                                     DEFAULT
                                     -------

                  7.1 Events of Default. Each of the following occurrences shall
constitute an Event of Default:

                           (a) Any Borrower fails to pay any of the  Obligations
which require  payment of money,  including  any amount of principal,  interest,
fees or other charges  within ten (10) calendar days after such payment  becomes
due.

                           (b) Any  Borrower  fails to perform  any of the other
covenants,  conditions or agreements  (other than for payment of money) provided
for in this Agreement or in any of the other Loan  Documentation and, if subject
to cure, such failure shall not have been cured within thirty (30) calendar days
after written notice by the Bank to the applicable Borrower of such failure.

                           (c)  Any  representation  or  warranty  made by or on
behalf of any Borrower to the Bank  (whether made in this  Agreement,  any other
Loan  Documentation  or in any  financial  statement  or  certificate  furnished
pursuant to this  Agreement  or  thereto),  shall prove to have been  knowingly,
materially  and  adversely  false  or  misleading  as  of  the  time  when  such
representation or warranty was made.

                           (d) The maturity of any  substantial  indebtedness of
any  Borrower  to  another  lender  shall  be, in fact,  and by notice  from the
applicable lender,  accelerated;  or the preconditions or circumstances (if any)
required to permit  acceleration of the maturity of any such indebtedness  shall
be existing and be uncured and unremedied to the  satisfaction of the applicable
lender for a period of thirty (30) days or more.  Notwithstanding the foregoing,
no Event of Default  shall have  occurred  if to the  satisfaction  of Bank (not


                                       26
<PAGE>

unreasonably withheld) the applicable Borrower, in good faith, is contesting the
acceleration or claimed amount and has provided adequate reserves in the Budget,
escrowed funds or bonding to cover the amounts claimed owing.

                           (e) The termination of any line of credit by a lender
to any  Non-U.S.  subsidiary,  or the  receipt by any  Borrower of notice to the
effect that a lender  intends to terminate a line of credit,  provided  that any
Borrower is a guarantor or co-maker of such terminated  line of credit.  

                           (f) Any of the Loan  Documentation  (including any of
the  Collateral  Documentation)  shall,  except  with the Bank's  prior  written
consent, cease for any reason to be in full force and effect (including, but not
limited to the receipt by USA and/or by  International of notice of cancellation
or notice of nonrenewal of the "Exclusive Distributorship Agreement").

                           (g) Any Borrower or Non-U.S.  subsidiary shall become
involved in financial difficulties as evidenced by:

                            (i) An admission in writing of its  inability to pay
                  its debts generally as they become due; or

                            (ii) A filing,  by or  against  the  Borrower,  of a
                  petition  seeking an order for relief under any chapter of the
                  United States Bankruptcy Code (the "Bankruptcy  Code") as from
                  time to time in effect,  and,  if against  the  Borrower,  the
                  consent to or  acquiescence  therein by the  Borrower,  or the
                  failure to obtain  dismissal  thereof within thirty (30) days;
                  or

                           (iii) Making an  assignment  of all or  substantially
                  all of its assets for the  benefit  of its  creditors,  or the
                  filing  of  a  proceeding  involving  the  liquidation  and/or
                  reorganization of its affairs; or

                            (iv)  Consenting  to the  appointment  of a trustee,
                  receiver  or  custodian  for  all or a  major  portion  of its
                  property; or

                             (v) Being the subject of an order for relief  under
                  the Bankruptcy Code (or the equivalent  thereof under the laws
                  of  the  nation   wherein  any  Non-U.S.   subsidiary  may  be
                  incorporated or resident); or

                            (vi) The entry of a court order under any federal or
                  state law appointing a receiver,  trustee or custodian for all
                  or a major portion of its property, or ordering the winding up
                  or liquidation of its affairs,  which order,  if not consented
                  to by it,  shall not be vacated,  denied,  set aside or stayed
                  within thirty (30) days from the date of entry; or

                           (vii) The issuance of a writ or warrant of attachment
                  or any similar  process by any court  against all or any major
                  portion  of  its  property,   and  such  writ  or  warrant  of
                  attachment or similar process is not stayed or is not released
                  within  thirty  (30) days after its entry or levy or after any
                  stay is vacated or set aside.


                                       27
<PAGE>

                  7.2 Remedies. Upon the occurrence of an Event of Default or at
any time  thereafter  until such Event of Default is cured and the  exercise  of
remedies  related  thereto waived by the Bank in writing,  the Bank may exercise
any or all of the following rights and remedies:

                           (a) The Bank may terminate the Commitments under this
Agreement.

                           (b) The Bank may declare the  obligations for payment
of money, and all other obligations or indebtedness
of the  Borrowers,  or any of them,  whether  arising  under this  Agreement  or
otherwise,  to be immediately  due and payable,  and the same shall thereupon be
immediately due and payable,  without any presentment or other demand,  protest,
notice of  dishonor  or any other  notice of any kind,  all of which are  hereby
expressly waived.

                           (c) The Bank may exercise and enforce with respect to
any Collateral  the rights and remedies  available on default to a secured party
under the Uniform  Commercial  Code,  or under the terms and  provisions  of the
Collateral Documentation,  or any other applicable law. The Bank may require the
Borrowers or any of them to assemble the Collateral and make it available to the
Bank at a place, to be designated by the Bank, which is reasonably convenient to
the  applicable  Borrower and the Bank If notice of any intended  disposition of
part or all of the  Collateral  is required by law in any  particular  instance,
such notice  shall be deemed  commercially  reasonable  if given at least thirty
(30) calendar days prior to the date of disposition.

                           (d) The Bank may  exercise  all rights  and  remedies
available under any security  agreement or other instrument  creating a security
interest or lien in any Collateral provided pursuant hereto; provided,  however,
that  if  any  Event  of  Default  under  subsection  7.1(f)  shall  occur,  the
Commitments shall immediately and automatically (without notice to any Borrower)
terminate and the Obligations  shall become  immediately due and payable without
notice of any kind.

                           (e) Immediate  prepayment of all sums,  which may, at
the time of the Event of Default,  be  outstanding  and undrawn under any Import
L/C,  shall be required.  Any sums so paid shall be deemed  absolute  payment to
Bank and shall not be considered to be money paid for  security.  Further,  such
prepayment  obligation  shall be an absolute  non-contingent  obligation  of the
Borrower that is the account party on the particular Import L/C. Notwithstanding
the  foregoing,  if any of the  subject  Import  L/Cs shall  thereafter  expire,
undrawn to any extent,  such expiration shall give rise to an obligation of Bank
to pay to the Borrower that is the account party on the particular Import L/C an
amount equal to any such sums actually  prepaid  hereunder for which no draw was
made.

                           (f) Payment of ten percent  (10%) of the dollar price
required to settle all outstanding  Foreign  Exchange  Contracts shall be deemed
accelerated and such amounts shall be immediately due and payable, provided that
actual delivery of the foreign  currency  subject of such agreements  shall only
occur at the originally specified date. Any Foreign Exchange Contract,  which is
in  the  form  of an  option,  shall  be  deemed  exercised  and  the  foregoing
acceleration  of payment of ten percent (10%) of the dollar purchase price shall


                                       28
<PAGE>

apply.  Upon  settlement  of  outstanding  Foreign  Exchange  Contracts,  if the
acceleration  and payment of said ten percent  (10%)  amount has  resulted in an
overpayment  to Bank,  Bank shall  promptly pay the amount of the overage to the
Borrower with whom the Foreign  Exchange  Contract was entered into, and if said
acceleration  and payment has  resulted in an  underpayment  to Bank,  Borrowers
shall promptly pay Bank the amount of the shortfall.

                           (g) All sums payable by Marker  Deutschland  GmbH. to
USA or to  International  in connection  with the  termination of the "Exclusive
Distributorship  Agreement"  shall be paid  directly to the Bank,  and Borrowers
shall  cooperate with Bank in notifying  Marker  Deutschland  GmbH. to make such
payments directly.

                           (h) All sums payable by any Borrower  which have been
subordinated  to the  indebtedness  of  Borrowers  pursuant  to  this  Agreement
[Subsection 3.9 above] shall be paid to the Bank;

                           (i)  With  respect  to the real  estate  which is the
subject of the "Deed of Trust With Assignment of Rents and Security  Agreement,"
dated as of August 18,  1998,  and  recorded  on August 19,  1998,  as Entry No.
7063058  in the  official  records  of Salt  Lake  County,  Utah,  International
expressly  waives and releases the right to marshal the assets of  International
and waives and  releases  the Bank from any  obligation  to comply with the "One
Form of Action" Rule, U.C.A.  Section 78-37-1;  International  acknowledges that
such "One Form of Action" Rule is inapplicable to with respect to this Agreement
or with respect to any of the Obligations of International  which are secured by
the said "Deed of Trust With  Assignment of Rents and Security  Agreement,"  for
the  reason  that  International  has  pledged  and  encumbered  other  forms of
collateral to Bank as additional security for the Obligations.

                           (j) No remedy  conferred upon or reserved to the Bank
herein is intended to be  exclusive of any other  available  remedy or remedies,
but each and every such remedy shall be  cumulative  and shall be in addition to
any  other  remedy  given  under  this  Agreement  or  any  of  the  other  Loan
Documentation or now or hereafter available at law, in equity or by statute.

                  7.3 Offset.  In addition,  upon the occurrence of any Event of
Default or at any such time  thereafter,  the Bank may  offset any  indebtedness
then  owed  by the  Bank to any or all of the  Borrowers,  whether  or not  such
indebtedness  is then  due,  against  the  Obligations  and  against  any  other
indebtedness then owed by the Borrowers (or any of them) to the Bank, whether or
not then due, and may  exercise any and all other rights and remedies  available
to it by law (including statutory and common law rights to set-off) or agreement
with respect to the Obligations and all other indebtedness then owed to the Bank
by any of the Borrowers.  Upon the occurrence of any Event of Default,  Bank may
offset the amount of the Consignment Savings Account.

                  7.4 Expenses.  Upon the  occurrence of any Default  hereunder,
Borrowers  agree to pay the Bank,  on demand,  the  amount of all  out-of-pocket
expenses,  including reasonable attorneys' fees and legal expenses,  incurred by
the Bank in connection  with the exercise or  enforcement of any right or remedy
referred  to in this  Agreement  (or in any of the  other  Loan  Documentation),
including  any of the same  incurred  in  connection  with the pursuit of Bank's


                                       29
<PAGE>

rights and interests in connection with any bankruptcy  proceeding affecting any
Borrower  or  the  Collateral   (including  in  connection   with  any  plan  of
reorganization).  In addition,  Borrowers shall pay all reasonable out-of-pocket
expenses of Bank,  including without limitation,  all attorneys' fees, appraisal
fees,  travel  expenses,  filing fees, and other costs and expenses  incurred in
connection with any renegotiation and  redocumentation  of this Agreement and in
connection with any negotiations with other lenders to any Borrower.

                  7.5  Right  of  First  Refusal  Upon  Sale of  Collateral.  In
exercising  its  right  to sell the  Collateral  pursuant  to the  terms of this
Agreement  or the  Collateral  Documentation,  the  Bank  hereby  grants  to the
Borrowers a right of first  refusal  with respect to any bulk sale of any of the
Collateral  (provided that the affected Borrower is not, at the time of the bulk
sale, the subject of any proceedings in bankruptcy). Such right of first refusal
shall be  exercisable at such time as the Bank receives a bona fide offer from a
single purchaser (or from a group of purchasers  submitting a single offer),  in
writing, to purchase,  over a period not exceeding sixty (60) days (whether in a
single  transaction or a series of transactions)  fifty percent (50%) or more of
the  Collateral  (measured  in  estimated  dollar  value),  Bank  shall  provide
Borrowers  written notice of such  offer(s),  whereupon  Borrowers  shall notify
Bank, in writing,  of Borrowers' intent to exercise such right of first refusal.
Borrowers  shall  have  thirty  (30) days from the date of the  mailing  of such
notice to notify Bank and to close the purchase of such  Collateral  on the same
terms and  conditions  (e.g. the same price,  the same payment  terms,  the same
delivery  date,  etc.) as such bona fide  offeror(s),  in which event Bank shall
sell such Collateral to such Borrowers.  In the event that, for any reason,  the
offeror fails to consummate the purchase of the  Collateral,  the right of first
refusal shall be revived.

                                  ARTICLE VIII

                                     GENERAL
                                     -------

                  8.1  Expenses  Payable in Absence of  Default.  The  Borrowers
agree to reimburse  the Bank,  upon  demand,  for all  reasonable  out-of-pocket
expenses  (including  reasonable  attorneys' fees and legal  expenses)  incurred
hereunder or in connection herewith,  including all reasonable expenses incurred
in connection with  negotiations  with Non-U.S.  subsidiaries and its respective
creditors,  and expenses  incurred in  connection  with the  preparation  of all
predecessor   documentation,   including  the  Addendum,  this  Agreement,   the
Collateral Documentation,  and all other Loan Documents, and all such reasonable
expenses  incurred in connection  with any  subsequent  amendment  hereof or any
agreement or security  agreement or instrument made pursuant  hereto,  including
filing fees,  regardless  of whether the  transactions  contemplated  hereby are
consummated.  In  addition,  Borrowers  shall pay all  reasonable  out-of-pocket
expenses of Bank,  including  without  limitation,  any valuation  audits of the
Inventories of Borrowers,  all attorneys' fees,  appraisal fees, fees associated
with  the  Lockbox  Agreement  (including  out-of-pocket  fees  incurred  in the
monitoring of Borrowers'  Accounts by Altres Financial) travel expenses,  filing
fees, and other costs and expenses incurred in connection with any renegotiation
and  redocumentation  of this Agreement and in connection with any  negotiations
with other lenders to any Borrower.

                  8.2 Waivers;  Consideration;  Releases. No failure on the part
of the Bank or the holder to exercise and no delay in  exercising,  any power or


                                       30
<PAGE>

right  hereunder,  shall  operate as a waiver  thereof;  nor shall any single or
partial  exercise of any power or right  preclude any other or further  exercise
thereof  or the  exercise  of any other  power or  right.  The  remedies  herein
provided are  cumulative  and not  exclusive  of any  remedies  provided by law.
Borrowers  acknowledge and agree with Bank that the unpaid principal  balance of
Obligations of Borrowers to Bank are, as of the date hereof, $33,162,448.28, not
including  interest,   expenses,   and  miscellaneous  charges  associated  with
negotiations  with  Non-U.S.  subsidiaries  and their  respective  creditors and
out-of-pocket  expenses  incurred in connection  with the  documentation  of the
Addendum  and this  Agreement,  including  the  Collateral  Documentation.  Each
Borrower agrees with Bank that this Agreement and each of the other constituents
of the Loan  Documentation  constitutes the culmination of negotiations  between
the parties wherein each Borrower was represented by legal counsel and each such
document  was  executed  and  delivered  in the  absence of coercion or economic
duress on the part of Bank. Each Borrower  acknowledges and agrees that each has
received adequate  consideration  for the delivery of any Collateral  pledged to
Bank  to  secure  repayment  of the  Obligations  of  Borrowers.  Each  Borrower
acknowledges  and  agrees  that  but  for the  pledge  and  encumbrance  of such
collateral for the benefit of Bank,  each such Borrower would not have been able
to obtain credit from other lenders,  or if such credit could have been obtained
from such other lenders, credit would not have been extended to the Borrowers on
comparable terms or conditions. Borrowers and Bank are desirous of entering into
a mutually  satisfactory credit relationship and to that end, Bank has agreed to
continue to forbear in the  exercise  of any  remedies  available  to Bank as an
incident  of the  continuing  conditions  of default  identified  in Section 2.4
above.  Each  Borrower  hereby waives and  unconditionally  releases any and all
claims which such  Borrower  may have  against  Bank  (whether or not arising in
connection with the Obligations), now known or hereafter discovered.

                  8.3 Notices.  All notices,  requests and demands will be given
to or made upon the  respective  parties  hereto at their  respective  addresses
specified  on the  signature  page  hereof  or, as to any  party,  at such other
address as may be designated by it in a written  notice to the other party.  All
notices,  requests,  consents  and  demands  hereunder  will be  effective  when
deposited in the mails,  postage prepaid,  or delivered by telecopy or overnight
courier, addressed as aforesaid, or when actually personally delivered.

                  8.4. Sale of  Obligations;  Consent to Disclosure of Financial
Information.  Borrowers and Bank have received and expect to continue to receive
offers  from third  party  lenders to purchase  the Loan  Documentation  and the
Obligations of the Borrowers.  Bank agrees to identify such potential purchasers
to Borrowers, and in the event that Borrowers shall not object to the disclosure
of Borrowers' financial  information to such potential  purchaser(s),  Borrowers
shall execute and deliver their  written  consent to the complete  disclosure to
such parties of all information and  documentation  contained in Bank's files or
otherwise  available  to Bank,  including  (without  limitation)  the  opinions,
recommendations  and  credit  analyses  of Bank.  Borrowers  waive all rights to
participate  in such  discussions  and waive all claims  against Bank arising in
connection  with  such  disclosures  with the full  understanding  that Bank may
disclose  to such  party's  information  that may have an  adverse  impact  upon
Borrowers'  relationship  with such parties as purchasers and transferees of the
Obligations and Loan Documentation.

                  8.5 Taxes.  Borrowers agree to pay, and save the Bank harmless


                                       31
<PAGE>

from all  liability  for,  any stamp or other  taxes  which may be payable  with
respect to the  execution  or delivery of this  Agreement or the issuance of the
Notes,  which  obligation of the Borrowers shall survive the termination of this
Agreement.

                  8.6  Governing  Law.  This  Agreement  shall be  construed  in
accordance  with and  governed  by the  internal  law of the State of Utah.  All
matters  concerning the validity and perfection of a security  interest shall be
governed by the conflict of law rules set forth in the Uniform Commercial Code.

                  8.7 Captions.  Captions  herein are for  convenience  only and
shall not be deemed part of this Agreement.

                  8.8 Binding  Effect.  This Agreement shall be binding upon and
inure to the benefit of the Borrowers,  the Bank and their respective successors
and assigns, except that the rights and duties of Borrowers hereunder may not be
assigned or  delegated.  This  Agreement  cannot be amended,  modified,  waived,
cancelled,  terminated or discharged orally, but only in writing executed by the
parties hereto.

                  8.9 Time of Essence; No Extension at Maturity.  Time is of the
essence  hereof.  Borrowers  acknowledge  and agree that Bank will not extend or
renew this Agreement or otherwise provide  additional  credit  accommodations to
any Borrower after the Termination Date.

                  8.10  Survival.  The  terms  of this  Agreement  and the  Loan
Documentation  shall continue in full force and effect so long as any Obligation
shall remain outstanding.

                  8.11 Further Assurances. Borrowers shall take all such further
actions and execute  such  additional  documents  as Bank may  request,  in form
satisfactory  to Bank,  to vest in,  perfect,  keep  perfected and assure Bank's
rights hereunder and in and under the Loan Documentation.

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

                  8.13 Integration.  In addition to this Agreement and the other
Loan   Documentation   (including  UCC  financing   statements),   this  finance
transaction may include  written  documentation  such as  resolutions,  waivers,
notices,  acknowledgments,  statements,  closing  or escrow  instructions,  loan
purpose  statements,  and other  documents that Bank may customarily use in such
transactions.   Such  additional  documents  are  incorporated  herein  by  this
reference.  The Loan  Documentation  and such  other  documents  listed  in this
paragraph express, embody and supersede any previous understandings,  agreements
or promises (whether oral or written) with respect to this finance  transaction,
and the above listed  documents  represent the final expression of the agreement
between Bank and Borrowers,  the terms and conditions of which cannot  hereafter
be contradicted by any oral understanding (if any) not reduced to writing. It is
further  expressly agreed that the security  provided by the Security  Agreement
and any other documents  securing the  Obligations  shall continue in full force
and effect for all of the Obligations and shall have the benefit of the priority


                                       32
<PAGE>

afforded by prior filings,  recordings and actions, all of which are reconfirmed
and continued hereby.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above written.

                                               MARKER INTERNATIONAL, a Utah
                                                corporation
                                               By: /s/ Kevin Hardy 
                                               ------------------- 
                                               Its: Chief Financial Officer 
                                               ---------------------------- 

                       Address:                1070 West 2300 South
                                               Salt Lake City, Utah  84119



                                               MARKER USA, a Utah corporation

                                               By: /s/ Kevin Hardy
                                               -------------------
                                               Its: Chief Financial Officer
                                               ----------------------------

                       Address:                1070 West 2300 South
                                               Salt Lake City, Utah  84119

                                               MARKER LTD, a Utah corporation
                                               By: /s/ Kevin Hardy
                                               -------------------
                                               Its: Chief Financial Officer 
                                               ---------------------------- 

                       Address:                1070 West 2300 South
                                               Salt Lake City, Utah  84119



                                               DNR NORTH AMERICA, INC., a
                                               Delaware corporation
                                               By: /s/ Kevin Hardy 
                                               ------------------- 
                                               Its: Chief Financial Officer
                                               ----------------------------

                       Address:                1070 West 2300 South
                                               Salt Lake City, Utah  84119


                                               DNR USA, a Delaware corporation
                                               By: /s/ Kevin Hardy
                                               -------------------
                                               Title: Chief Financial Officer
                                               ------------------------------


                                       33
<PAGE>

                       Address:                1070 West 2300 South
                                               Salt Lake City, Utah  84119


                                               FIRST SECURITY BANK, N.A.
                                               By /s/ Vicki J. Perkins
                                               -----------------------
                                               Its  Senior Vice President
                                               --------------------------

                       Address:                79 South Main Street, Suite 800
                                               Salt Lake City, Utah  84111
                                   ATTN: Vicki Perkins, Vice President & Manager



                                       33