UNITED STATES BANKRUPTCY COURT
                                               DISTRICT OF DELAWARE


In re:                                        )
                                              )     Chapter 11
DNR USA, INC., DNR NORTH                      )
AMERICA, INC. AND MARKER                      )     Case No. 99-2880 (MFW)
INTERNATIONAL                                 )
                                              )     (Jointly Administered)
                                 Debtors.     )


                AMENDMENT TO FIRST AMENDED JOINT CHAPTER 11 PLAN
            OF REORGANIZATION OF MARKER INTERNATIONAL, DNR USA, INC.
                           AND DNR NORTH AMERICA, INC.
                           ---------------------------

                  The  Debtors'   First   Amended   Joint  Chapter  11  Plan  of
Reorganization  dated  September  22,  1999 (the  "Plan")  is hereby  amended as
follows:
                 Section  14.2(b) of the Plan is hereby  amended and restated in
its entirety to read as follows:

                  "On the Effective  Date,  except as otherwise  provided in the
Plan, the Debtors,  their  Affiliates (as such term is defined in Section 101(2)
of the Bankruptcy Code) and their shareholders derivatively are hereby deemed to
have  forever  waived and  released  unconditionally  (i) the  holders of Equity
Interests,  (ii) First Security Bank, Hypo Vereinsbank (New York),  Isomura, M&T
Bank,  KeyBank  (except  that all of the rights,  defenses  and claims of Marker
Deutschland  GmbH and Marker USA against  KeyBank  relating to or arising  under
KeyBank's  Foreign Exchange  Contract Claims are expressly  preserved until such
time as KeyBank's claims, if any, against Marker Deutschland GmbH and Marker USA
are  discharged and released  pursuant to Section 14.3 of the Plan),  the German
Banks,  Piero,  Marker's  Subsidiaries (in their capacity as holders of Claims),
and Newco (except as otherwise  provided in the Newco  Agreement)  and (iii) all
present  and  former  directors,   officers,   employees,  agents,  consultants,
advisors, attorneys,  accountants and other representatives and their respective
successors,  assigns or Affiliates (as defined in the Newco  Agreement) of or to
any  of  the  foregoing  in  their  capacity  as  such  (all  of  the  foregoing
collectively  referred  to as the "Third  Party  Releasees")  from the  Released
Claims;  provided,  however, that this release shall not constitute a release of
any Allowed  Claims treated under this Plan or any claims or causes of action of
Marker or Newco  against the other  arising  under the Newco  Agreement  (unless
otherwise provided in the Newco Agreement) or the Operating Agreement.  Entities
deemed to have released Claims pursuant to



<PAGE>



this Section 14.2(b) shall be forever precluded from asserting whether directly,
derivatively or otherwise, any such Claims against the Third Party Releasees."

                  Section 14.3 of the Plan is hereby amended and restated in its
 entirety to read as follows:

                  On the Effective Date, each holder (or representative thereof)
of a Claim or Equity Interest (a) who has accepted or is deemed to have accepted
this Plan, (b) whose Claim or Equity Interest is in a class that has accepted or
is deemed to have accepted this Plan pursuant to Section 1126 of the  Bankruptcy
Code or (c) who may be entitled to receive a distribution  of property or retain
property  pursuant  to this  Plan,  shall be deemed to have  forever  waived and
released  unconditionally,  to the extent  permitted by law,  the  Debtors,  the
Debtor  Releasees  and the  Third  Party  Releasees  from the  Released  Claims;
provided,  however,  that this release shall not constitute a release of (i) any
payment  obligation  with respect to the  treatment of Allowed  Claims  provided
under this Plan,  (ii) any claims or causes of action of Marker or Newco against
the other arising under the Newco Agreement  (unless  otherwise  provided in the
Newco Agreement) or the Operating Agreement,  (iii) KeyBank's rights and claims,
if any, against Marker Deutschland GmbH and Marker USA arising under or relating
to KeyBank's Foreign Exchange Contracts; provided, however, that upon payment to
KeyBank of all sums due to KeyBank  under the Plan  (including  the Cash payment
and all amounts due under the KeyBank Note),  Marker Deutschland GmbH and Marker



<PAGE>

USA will be discharged and released of all such claims, or (iv) any claims third
parties may have against each other, which claims are not related to the Debtors
and the Chapter 11 Cases.  Persons  deemed to have released  claims  pursuant to
this  Section 14.3 shall be forever  precluded  from  asserting  any such claims
against the Debtors, the Debtor Releasees or the Third Party Releasees."

Dated:  Wilmington, Delaware
         October 25, 1999

                                   Respectfully Submitted,

                                   MARKER INTERNATIONAL, et al., Debtors


                                   By:  /s/ Kevin Hardy
                                        ---------------
                                   Name:  Kevin Hardy
                                   Title:  Chief Financial Officer

COUNSEL:

Robert Raskin
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York,  New York 10038
(212) 806-5400


Laura Davis Jones
YOUNG CONAWAY STARGATT & TAYLOR, LLP
P.O. Box 391
Rodney Square North, 11th Fl.
Wilmington, DE  19801
(302) 571-6600