UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE


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


                DISCLOSURE STATEMENT FOR THE FIRST AMENDED JOINT
           CHAPTER 11 PLAN OF REORGANIZATION OF MARKER INTERNATIONAL,
                    DNR USA, INC. AND DNR NORTH AMERICA, INC.
                            DATED SEPTEMBER 22, 1999
                            ------------------------



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

                                                      and

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

                                            Co-Counsel for the Debtors

Dated:  Wilmington, Delaware
          September 22, 1999



<PAGE>

         ALL CREDITORS AND EQUITY INTEREST HOLDERS ARE ADVISED AND ENCOURAGED TO
READ THIS  DISCLOSURE  STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO
ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE
STATEMENT,  INCLUDING THE FOLLOWING SUMMARY,  ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO THE PLAN,  THE EXHIBITS  ANNEXED TO THE PLAN  (INCLUDING  THE NEWCO
AGREEMENT)  AND THIS  DISCLOSURE  STATEMENT.  THE  STATEMENTS  CONTAINED IN THIS
DISCLOSURE  STATEMENT  ARE MADE  ONLY AS OF THE  DATE  HEREOF  UNLESS  OTHERWISE
SPECIFIED,  AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS  CONTAINED  HEREIN
WILL BE CORRECT AT ANY TIME AFTER SUCH DATE.  ALL CREDITORS AND EQUITY  SECURITY
HOLDERS SHOULD READ  CAREFULLY THE "RISK  FACTORS"  SECTION HEREOF BEFORE VOTING
FOR OR AGAINST THE PLAN. SEE SECTION XIII, "CERTAIN RISK FACTORS" .

         THIS DISCLOSURE  STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION
1125 OF THE  BANKRUPTCY  CODE AND RULE 3016 OF THE FEDERAL  RULES OF  BANKRUPTCY
PROCEDURE AND NOT  NECESSARILY  IN ACCORDANCE  WITH FEDERAL OR STATE  SECURITIES
LAWS OR OTHER  APPLICABLE  LAW.  THIS  DISCLOSURE  STATEMENT  HAS  NEITHER  BEEN
APPROVED NOR  DISAPPROVED BY THE SECURITIES AND EXCHANGE  COMMISSION (THE "SEC")
NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED
HEREIN.  PERSONS OR ENTITIES  TRADING IN OR OTHERWISE  PURCHASING,  SELLING,  OR
TRANSFERRING SECURITIES OF THE DEBTORS SHOULD EVALUATE THIS DISCLOSURE STATEMENT
AND THE PLAN IN LIGHT OF THE PURPOSES FOR WHICH THEY WERE PREPARED.

     CERTAIN  STATEMENTS  CONTAINED  IN  THIS  DISCLOSURE  STATEMENT,  INCLUDING
PROJECTED FINANCIAL INFORMATION AND OTHER FORWARD-LOOKING  STATEMENTS, ARE BASED
ON ESTIMATES AND  ASSUMPTIONS.  THERE CAN BE NO ASSURANCE  THAT SUCH  STATEMENTS
WILL REFLECT ACTUAL OUTCOMES.

         HOLDERS OF CLAIMS AND  INTERESTS  SHOULD NOT  CONSTRUE  THE CONTENTS OF
THIS  DISCLOSURE  STATEMENT AS PROVIDING ANY LEGAL,  BUSINESS,  FINANCIAL OR TAX
ADVICE.  EACH  SUCH  HOLDER  SHOULD,  THEREFORE,  CONSULT  WITH  ITS OWN  LEGAL,
BUSINESS,   FINANCIAL  AND  TAX  ADVISORS  AS  TO  ANY  MATTERS  CONCERNING  THE
SOLICITATION, THE PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY.

         THE INFORMATION IN THIS  DISCLOSURE  STATEMENT IS BEING PROVIDED SOLELY
FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN.  NOTHING IN THIS DISCLOSURE
STATEMENT  MAY BE  USED  BY ANY  ENTITY  FOR  ANY  OTHER  PURPOSE.  THE  FACTUAL


<PAGE>


INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE DESCRIPTION OF
THE DEBTORS,  THEIR  BUSINESSES,  AND EVENTS LEADING TO THE  COMMENCEMENT OF THE
CHAPTER 11 CASES,  HAS BEEN OBTAINED  FROM VARIOUS  DOCUMENTS,  AGREEMENTS,  AND
OTHER WRITINGS RELATING TO THE DEBTORS.  NEITHER THE DEBTORS NOR ANY OTHER PARTY
MAKES ANY REPRESENTATION OR WARRANTY REGARDING SUCH INFORMATION.

         THE TERMS OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY WITH THE
SUMMARIES IN THIS DISCLOSURE STATEMENT. ALL EXHIBITS TO THE DISCLOSURE STATEMENT
ARE INCORPORATED INTO AND ARE A PART OF THE DISCLOSURE STATEMENT AS IF SET FORTH
IN FULL HEREIN. THE STATEMENTS  CONTAINED IN THIS DISCLOSURE  STATEMENT ARE MADE
AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED.

         AS TO CONTESTED  MATTERS,  EXISTING  LITIGATION  INVOLVING THE DEBTORS,
ADVERSARY PROCEEDINGS,  AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE
STATEMENT  SHALL NOT  CONSTITUTE  OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR
LIABILITY,  STIPULATION,  OR WAIVER,  BUT  RATHER AS A  STATEMENT  MADE  WITHOUT
PREJUDICE SOLELY FOR SETTLEMENT  PURPOSES,  WITH FULL RESERVATION OF RIGHTS, AND
IS NOT  TO BE  USED  FOR  ANY  LITIGATION  PURPOSE  WHATSOEVER.  AS  SUCH,  THIS
DISCLOSURE  STATEMENT  SHALL NOT BE ADMISSIBLE IN ANY  NONBANKRUPTCY  PROCEEDING
INVOLVING THE DEBTORS, OR ANY OTHER PARTY IN INTEREST, NOR SHALL IT BE CONSTRUED
TO BE CONCLUSIVE  ADVICE ON THE TAX,  SECURITIES,  FINANCIAL OR OTHER EFFECTS OF
THE  REORGANIZATION  AS TO THE HOLDERS OF CLAIMS AGAINST OR EQUITY  INTERESTS IN
THE DEBTORS.


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                              <C>
I.       INTRODUCTION.............................................................................................1
         A.       Holders of Claims and Equity Interests Entitled to Vote.........................................4
         B.       Voting Procedures...............................................................................5
         C.       Confirmation Hearing............................................................................6

II.      OVERVIEW OF THE PLAN.....................................................................................6
         A.       General.........................................................................................6
                  1.       The Purchaser: Newco...................................................................6
                  2.       Settlements Under the Plan.............................................................7
                           (i)      First Security Settlement.....................................................7
                           (ii)     German Banks Settlement.......................................................8
                           (iii)    Isomura Settlement...........................................................11
                           (iv)     Foreign Exchange Contracts Settlements.......................................12
                           (v)      Tauber Settlement............................................................15
                           (vi)     Equity Lock-up Agreement.....................................................16
                           (vii)    Conclusions Re: Settlements..................................................16
         B.       Global Debt Restructuring of Marker and its Subsidiaries.......................................17
         C.       Summary of Classes and Treatment Under the Plan................................................17

III.     OVERVIEW OF CHAPTER 11..................................................................................26

IV.      DESCRIPTION OF THE DEBTORS' BUSINESSES..................................................................26
         A.       General Background.............................................................................26
         B.       Equity and Debt Structure......................................................................28
                  1.       Equity Structure......................................................................28
                  2.       Debt Structure........................................................................29

V.       EVENTS LEADING TO COMMENCEMENT OF THE CHAPTER 11 CASES..................................................29
         A.       Snowboard Operations...........................................................................29
         B.       Sims Litigation................................................................................31
         C.       Liquidity Crisis and Inability to Comply With Existing Credit Facilities.......................32
         D.       Decrease of Inventory Levels...................................................................33
         E.       NASDAQ Delisting...............................................................................33
         F.       Other Litigation...............................................................................33
                  (i)      Piero Litigation......................................................................33
         G.       Sale Discussions...............................................................................34

VI.      THE NEWCO AGREEMENT.....................................................................................34
         A.       Terms of Sale..................................................................................34
         B.       Purchase and Sale of Assets....................................................................35
         C.       Assumption of Certain Liabilities..............................................................36
         D.       Excluded Assets................................................................................36
         E.       Certain Advances to Marker.....................................................................36
         F.       Certain Conditions to Closing..................................................................37
         G.       Indemnification and Offset.....................................................................38
</TABLE>


                                       i
<PAGE>


<TABLE>
<CAPTION>

<S>                                                                                                              <C>
VII.     THE CHAPTER 11 CASES....................................................................................39
         A.       Disclosure Statement/Plan Confirmation Hearings................................................39
         B.       Significant First Day Motions During Chapter 11 Cases..........................................40
                  1.       Retention of Professionals............................................................40
                  2.       Employee Related Motions..............................................................40
                           a.       Employee Wages and Benefits..................................................40
                  3.       Other First Day Orders................................................................40
                           a.       Bank Accounts................................................................40
         C.       Last Date to File Proofs of Claim..............................................................41
         D.       Breakup Fee Motion.............................................................................41
         E.       Assumption Motion..............................................................................42

VIII.    SUMMARY OF THE PLAN OF REORGANIZATION...................................................................43
         A.       Introduction...................................................................................43
         B.       Classification and Treatment of Claims and Interests under the Plan............................43
                  1.       Unclassified Claims...................................................................43
                           a.       Administrative Claims........................................................43
                           b.       Priority Claims..............................................................44
                           c.       Priority Tax Claims..........................................................44
                  2.       Classified Claims.....................................................................44
                           a.       Marker Class 1-First Security Bank Claim.....................................44
                           b.       Marker Class 2-First Mortgage Claim..........................................45
                           c.       Marker Class 3 -Hypo Vereinsbank (New York) Claim............................45
                           d.       Marker Class 4 -Series A Bonds Claim.........................................46
                           e.       Marker Class 5 -German Bank Guarantee Claims.................................46
                           f.       Marker Class 6A -M&T Bank's Foreign Exchange Contract Claims.................46
                           g.       Marker Class 6B -KeyBank's Foreign Exchange Contract Claims..................47
                           h.       Marker Class 7 -PieroClaims..................................................47
                           i.       Marker Class 8 -Insured Product Liability Claims.............................47
                           j.       Marker Class 9 -Small General Unsecured Claims...............................48
                           k.       Marker Class 10 -Preferred Stock Interests in Marker.........................48
                           l.       Marker Class 11 -Common Stock Interests in Marker............................48
                           m.       DNR USAClass 1 -First Security Bank Claim....................................49
                           n.       DNR USA Class 2 -General Unsecured Claims....................................49
                           o.       DNR USA Class 3 -Equity Interests............................................49
                           p.       DNR N.A. Class 1 -First Security Bank Claim..................................50
                           q.       DNR N.A. Class 2 -General Unsecured Claims...................................50
                           r.       DNR N.A. Class 3 -Equity Interests in DNR N.A................................50
                  3.       Intercompany Claims...................................................................50
         C.       Means of Implementation of the Plan............................................................51
                  1.       Transfers to Newco....................................................................51
                  2.       Organization of Newco.................................................................51
                  3.       Issuance of Newco Securities..........................................................51
                  4.       Assets and Liabilities of Newco.......................................................51
                                       ii
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                                                              <C>
                  5.       Governance of Newco...................................................................52
                  6.       Capitalization of Marker..............................................................52
                  7.       Governance of Marker..................................................................52
                  8.       Funding of Marker.....................................................................53
                  9.       Cessation of Marker's Business........................................................53
                  10.      Execution of Documents and Certain Other Actionson or Prior to the Effective Date.....53
                           a.       Operating Agreement..........................................................53
                           b.       Amended and Restated Certificate of Incorporation and By-laws................54
                           c.       Corporate Name...............................................................54
                           d.       Dissolution of DNRUSA and DNR N.A............................................54
                           e.       New Financing Facility.......................................................54
                           f.       Restructuring Documents......................................................54
                           g.       Employment Agreements........................................................54
                           h.       Other........................................................................54
         D.       Provisions Relating to Distributions and Procedures for Resolving and Treating Disputed Claims.55
                  1.       Distribution Responsibility...........................................................55
                  2.       Date of Distributions.................................................................55
                  3.       Delivery of Distributions.............................................................55
                  4.       Clear Title and Release of Liens......................................................56
                  5.       Means of Cash Payment.................................................................56
                  6.       Prosecution of Claims Objections......................................................56
                  7.       No Distributions Pending Allowance....................................................56
                  8.       Distributions After Allowance.........................................................57
         E.       Executory Contracts and Leases.................................................................57
                  1.       Assumed and Assigned Contracts........................................................57
                  2.       Rejected Contracts....................................................................57
                  3.       Claims Relating to Rejected Contracts.................................................57
         F.       Conditions Precedent...........................................................................58
                  1.       Conditions Precedent toConfirmation...................................................58
                  2.       Conditions Precedent to theEffective Date.............................................58
                  3.       Waiver of Conditions..................................................................59
         G.       Releases, Injunctions and Limitations on Liability.............................................59
                  1.       Extent of Release.....................................................................59
                  2.       Release by Debtors....................................................................59
                  3.       Release by Creditors and Holders of Equity Interests..................................60
                  4.       Injunction............................................................................60
                  5.       Discharge.............................................................................61
                  6.       No Liability for Solicitation.........................................................61
                  7.       Limitation of Liability...............................................................61
                  8.       Term of Injunction or Stays...........................................................63
                  9.       Justification of Releases.............................................................63
                  10.      Registration Exemption................................................................64
                  11.      Transfer Tax Exemption................................................................64
</TABLE>


<TABLE>
<CAPTION>
                                      iii

<S>                                                                                                             <C>
         H.       Jurisdiction of the Bankruptcy Court...........................................................65

IX.      POSTCONSUMMATION MANAGEMENT OF MARKER...................................................................66

X.       GOVERNANCE AND MANAGEMENT OF NEWCO......................................................................66

XI.      VOTING PROCEDURES AND CONFIRMATION REQUIREMENTS.........................................................68
         A.       General Voting Requirements....................................................................68
         B.       Voting On The Plan.............................................................................69
         C.       Confirmation of the Plan.......................................................................71
                  1.       The Confirmation Hearing..............................................................71
                  2.       Requirements for Confirmation of the Plan.............................................72
                           (i)      Acceptance...................................................................72
                           (ii)     Best Interests Test..........................................................73
                           (iii)    Feasibility..................................................................74
                           (iv)     Classification...............................................................74
                           (v)      Confirmation Without Acceptance By All Impaired Classes......................74

XII.     SECURITIES LAWS MATTERS.................................................................................76
         A.       Investment Company Considerations..............................................................76
         B.       Hart-Scott-Rodino Antitrust Improvement Act....................................................77

XIII.    CERTAIN RISK FACTORS....................................................................................77
         A.       Risk of Non-Confirmation of the Plan...........................................................78
         B.       New Financing for Newco........................................................................78
         C.       Risk Factors Relating to the Newco Securities Distributed to Marker............................78
                  1.       Lack of Established Market; Illiquidity...............................................78
                  2.       Dividends.............................................................................78
         D.       Newco Financial Projections....................................................................78
         E.       Risks Relating to the Marker Common Stock......................................................79
                  1.       Lack of Trading Market for Marker Common Stock........................................79
                  2.       Lack of Dividends.....................................................................79
         F.       Investment Company Act.........................................................................79
         G.       Significant Holders............................................................................79

XIV.     RELEVANT FINANCIAL INFORMATION..........................................................................80
         A.       Historical Financial Information...............................................................80
         B.       Projected Financial Information................................................................80

XV.      ALTERNATIVES TO CONFIRMATION OF THE PLAN................................................................81
</TABLE>

                                       iv

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
XVI.     CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.......................................82
         A.       Tax Consequences to the Company................................................................83
                  1.       Discharge of Indebtedness.............................................................83
                  2.       Tax Consequences of Transfer of Assets to Newco.......................................84
                  3.       Section 382 Limitation on Use of NOLs and Future Deductions...........................84
                  4.       Alternative Minimum Tax...............................................................85
                  5.       Ownership of Interest in Newco........................................................85
         B.       Tax Consequences to the Common Stock Holders...................................................85
         C.       Importance of Obtaining Professional Tax Assistance............................................85

XVII.    CONCLUSION..............................................................................................86

</TABLE>

                                       v

<PAGE>

                                       I.

                                  INTRODUCTION

         On August 19, 1999 (the "Filing Date"), Marker International  ("Marker"
or the "Company"),  DNR USA, Inc. ("DNR USA") and DNR North America,  Inc. ("DNR
N.A.") (collectively, the "Debtors") filed petitions for relief under Chapter 11
of the Bankruptcy Code with the United States  Bankruptcy Court for the District
of  Delaware  (the  "Court").  On the same day,  the  Debtors  also filed  their
proposed  joint  Chapter 11 plan of  reorganization,  dated  August 19, 1999 and
related disclosure statement.  On or about September 22, 1999, the Debtors filed
the First Amended Joint Chapter 11 Plan of  Reorganization  dated  September 22,
1999, a copy of which is annexed  hereto as Exhibit A (the  "Plan"),  which sets
forth the manner in which  Claims  against and Equity  Interests  in the Debtors
will be treated.  This  Disclosure  Statement  describes  certain aspects of the
Plan, the Asset Purchase  Agreement dated as of July 30, 1999, as amended by the
Amendment to the Asset  Purchase  Agreement  dated as of September 20, 1999 (the
"Newco  Agreement"),  between Marker, as seller,  and Marker  International GmbH
("Newco"),  as buyer,  the  Debtors'  businesses  and  related  matters.  Unless
otherwise  defined herein,  all  capitalized  terms contained in this Disclosure
Statement have the meanings  ascribed to them in the Plan, the Newco  Agreement,
the Bankruptcy Code or the Bankruptcy Rules, as applicable.

         After a long and  careful  review of the  Debtors'  businesses  and the
Debtors'  prospects as going concerns,  the Debtors,  in consultation with their
legal and financial advisors,  concluded that recoveries to creditors and equity
holders  would be maximized by the sale of the  Debtors'  businesses  as a going
concern. Accordingly, in September 1998, Marker retained Conway, Del Genio Gries
& Co., LLC  ("Conway")  as financial  advisor to assist  Marker in  developing a
business plan in order to meet with and solicit prospective investors/lenders to
acquire or invest in Marker. After developing a business plan for Marker, Conway
generated  a  list  of  approximately  nineteen  (19)  potential  investors  and
specifically contacted approximately ten (10) of such potential investors. These
ten  potential   investors  included  both  financial  investors  and  strategic
investors in the industry.  Of the approximately 10 investors  contacted,  three
(3) parties  actually  conducted  further  due  diligence  and made  preliminary
written offers. After considering all of the preliminary proposals, Marker opted
to proceed with extended negotiations with Tecnica S.p.A.  ("Tecnica") and Volkl
International  AG  ("Volkl"),  well  known  participants  in the  ski  and  boot
industry. The Company chose to go forward with the sale transaction contemplated
by the Newco Agreement for various reasons, including: (i) the strategic fit and
synergy between Marker's ski binding business, the ski business of Volkl and the
boot  business of  Tecnica,  (ii) the  existing  business  relationship  between
Tecnica and Volkl and the German Banks  (Marker  Deutschland's  working  capital
lenders) which would make the German Banks more receptive to continue  financing
Marker's  operations in Germany during the  restructuring  period and to provide
additional  financing  in the  future,  (iii)  the  familiarity  with and  prior
business  relationship  between  Marker  (specifically,   DNR,  which  purchased
snowboards from Volkl) and Tecnica and Volkl and (iv) most importantly, that the
transaction  contemplated by Tecnica and Volkl was the most beneficial to and in
the best interests of Marker's and its Subsidiaries'  existing creditors,  trade
creditors, employees and shareholders.

                                       1
<PAGE>

         After extensive  discussions among Marker,  Tecnica and Volkl, on March
7, 1999,  Marker signed a letter of intent with CT Sports  Holding AG ("CT"),  a
Swiss company,  pursuant to which Marker agreed to transfer substantially all of
its  assets  and  certain  liabilities  under  a  confirmed  Chapter  11 plan of
reorganization  to Newco,  a newly  formed  entity.  In  exchange,  Marker would
receive a 15% equity  interest in Newco.  The remaining  85% equity  interest in
Newco would be issued to CT in exchange  for  approximately  $15 million in Cash
(subject to  reduction  by  $1,025,501  as a result of the  consummation  of the
Marker Canada Ltd. sale (described in Section IV.A below)). CT is a newly formed
entity owned by Tecnica and H.D.  Cleven,  the principal  shareholder  of Volkl.
Other than certain  prior  business  dealings in the ski  industry  conducted on
normal  commercial  terms  between the  Debtors and Tecnica and Volkl  disclosed
above,  the Debtors are not aware of any other  relationships  between  Tecnica,
H.D.  Cleven and Volkl,  on the one hand,  and insiders of the  Debtors,  on the
other hand.

         The  Plan is  premised  upon a sale of  substantially  all of  Marker's
business and assets, including Marker's Equity Interests in the Subsidiaries, to
Newco, and Newco's assumption of the Assumed Liabilities,  including obligations
with respect to the treatment of all Allowed  Claims as  restructured  under the
Plan,  all under and subject to the terms and  conditions set forth in the Newco
Agreement. For a more detailed discussion of the Newco Agreement, see Section VI
herein and the Newco Agreement annexed to the Plan as Exhibit 1.

         The Plan provides,  inter alia, that (i) Allowed  Administrative Claims
(other than Allowed Professional Claims), Allowed Priority Claims, Allowed Small
General  Unsecured  Claims Against Marker and Allowed General  Unsecured  Claims
Against DNR USA and DNR N.A. will be paid in full in Cash by Newco, (ii) Allowed
Priority  Tax Claims will be paid by Newco  pursuant to the Tax Note,  (iii) the
Allowed First  Security  Bank Claim will be paid in full in Cash by Newco,  (iv)
the property subject to the First Mortgage will be transferred to Marker USA and
the  obligations  under the First Mortgage will be jointly and severally paid by
Newco, Marker USA and Marker Ltd. in accordance with the terms thereof,  (v) the
Hypo   Vereinsbank   (New  York)  Claim  will  be  waived  and  the  outstanding
indebtedness of Marker under the Hypo Vereinsbank  Claim will be forgiven,  (vi)
the Allowed  Series A Bond Claims will be satisfied  by Newco's  issuance of the
Isomura Note, (vii) the German Banks Guarantee  Claims will be released,  (viii)
M&T Bank's Allowed Foreign Exchange Contract Claims will be satisfied by Newco's
issuance, jointly and severally with Marker Japan Co. Ltd., of the M&T Bank Note
and certain Cash payments to M&T Bank, (ix) KeyBank's  Allowed Foreign  Exchange
Contract  Claims will be satisfied by Newco's  issuance,  jointly and  severally
with Marker  Japan Co. Ltd.,  of the KeyBank  Note and certain Cash  payments to
KeyBank, (x) the holder of the Piero Claims will receive,  from Newco, the Piero
Cash Payment in full settlement and release of the Allowed Piero Claims and (xi)
Insured Product Liability Claims (including  deductible amounts) will be assumed
by Newco and paid by the  insurer  or Newco,  as  applicable.  With  respect  to
holders  of Equity  Interests  in  Marker,  the  holder of the  Preferred  Stock
Interests  will receive,  as and when due, the Tauber  Payment  Obligations  and
holders of Common Stock  Interests will retain their Equity  Interests under the
Plan and will receive no other  distributions  under the Plan. Holders of Common
Stock  Interests  may receive  Cash if CT  exercises  its option under the Newco
Agreement to purchase, at any time after the second anniversary of the Effective
Date,  Marker's 15% Equity  Interest in Newco at the then fair market value.  In
the event CT exercises its purchase option, the Cash proceeds from such


                                       2
<PAGE>


acquisition  which would be  distributed  to the holders of Marker  Common Stock
would be subject to offset and  adjustment  as described in Section VI.G hereof.
Alternatively,  if the option is not  exercised  prior to Marker's  liquidation,
holders of Common Stock will  receive an Equity  Interest in Newco equal to each
Equity  Interest  holder's  pro rata share of  Marker's  15%  interest in Newco.
Marker,  the holder of the Equity Interests in the Subsidiaries,  will receive a
15%  Equity  Interest  in  Newco,  in lieu of 100% of the  capital  stock of the
Subsidiaries.  The capital stock of the  Subsidiaries  will be acquired by Newco
pursuant to the terms of the Newco Agreement.  Newco will assume all of Marker's
payment   obligations  with  respect  to  Allowed  Claims  (other  than  Allowed
Professional  Claims)  under and as modified  by the Plan.  DNR USA and DNR N.A.
will be dissolved as of the Effective Date of the Plan and the Equity  Interests
in DNR USA and DNR N.A. will be canceled.

         This Disclosure  Statement is being submitted  pursuant to Section 1125
of the Bankruptcy Code to holders of Claims against and Equity  Interests in the
Debtors in connection  with (i) the  solicitation  of acceptance of the Debtors'
Plan  and  (ii)  the  hearing  to  consider   confirmation   of  the  Plan  (the
"Confirmation  Hearing")  scheduled  for October 27, 1999 at 2:30 p.m.,  Eastern
Time.

         Attached  as Exhibits to this  Disclosure  Statement  are copies of the
         following:

         o        EXHIBIT A -- The Plan

         o  EXHIBIT B --An  Order of the Court  dated  September  22,  1999 (the
         "Disclosure  Statement  Order"),  among  other  things,  approving  the
         Disclosure  Statement and establishing  certain procedures with respect
         to solicitation and tabulation of votes to accept or reject the Plan

         o        EXHIBIT C -- Historical Financial Information

                            (i)     Marker  International  Annual Report on Form
                                    10-K for the  fiscal  year  ended  March 31,
                                    1999

                            (ii)    Marker   International  Form  10-Q  for  the
                                    quarter ended June 30, 1999.

         o        EXHIBIT D -- Projected Financial Information

         o        EXHIBIT E -- Liquidation Analysis

         In  addition,  a Ballot  for  acceptance  or  rejection  of the Plan is
enclosed with the Disclosure Statement submitted to holders of Claims and Equity
Interests that the Debtors  believe are entitled to vote to accept or reject the
Plan.

         On September 22, 1999, after notice and a hearing, the Bankruptcy Court
signed the Disclosure  Statement  Order  approving the  Disclosure  Statement as
containing  adequate  information  of a kind and in sufficient  detail to enable
hypothetical, reasonable investors typical of the Debtors' creditors and equity


                                       3
<PAGE>

interest  holders to make an informed  judgment  whether to accept or reject the
Plan.  APPROVAL OF THIS  DISCLOSURE  STATEMENT DOES NOT,  HOWEVER,  CONSTITUTE A
DETERMINATION BY THE COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN.

         The  Disclosure  Statement  Order, a copy of which is annexed hereto as
Exhibit B, sets forth in detail the deadlines,  procedures and  instructions for
voting to accept or reject the Plan and for filing objections to confirmation of
the Plan, the record date for voting purposes,  and the applicable standards for
tabulating  Ballots. In addition,  detailed voting  instructions  accompany each
Ballot.  Each  holder of a Claim or an Equity  Interest  entitled to vote on the
Plan should read in their  entirety  the  Disclosure  Statement,  the Plan,  the
Disclosure Statement Order and the instructions  accompanying the Ballots before
voting on the Plan.  These  documents  contain,  among other  things,  important
information concerning  classification of Claims and Equity Interests for voting
purposes and the  tabulation of votes.  No  solicitation  of votes to accept the
Plan may be made except pursuant to Section 1125 of the Bankruptcy Code.

A.       Holders of Claims and Equity Interests Entitled to Vote

         Pursuant to the  provisions  of the  Bankruptcy  Code,  only holders of
allowed claims or equity interests in classes of claims or equity interests that
are  impaired  are  entitled  to vote to accept or reject a proposed  chapter 11
plan.  Classes of claims or equity  interests  in which the holders of claims or
equity  interests  are  unimpaired  under a chapter  11 plan are  deemed to have
accepted  the plan  and are not  entitled  to vote to  accept  or  reject a plan
pursuant to Section 1126(f) of the Bankruptcy  Code.  Pursuant to the Bankruptcy
Code, a class of claims or interests is  "impaired"  if the legal,  equitable or
contractual  rights  attaching  to the  claims or  interests  of that  class are
altered,  other  than by curing  defaults  and  reinstating  maturity.  The Plan
provides that the following Classes of Claims and Equity Interests are impaired:
Marker  Class 1 (First  Security  Bank Claim),  Marker  Class 2 (First  Mortgage
Claim),  Marker  Class 3 (Hypo  Vereinsbank  (New York)  Claim),  Marker Class 4
(Series A Bonds Claim),  Marker Class 5 (German Banks Guarantee  Claim),  Marker
Class 6 (Foreign  Exchange  Contract  Claims),  Marker Class 10 (Preferred Stock
Interests in Marker),  Marker Class 11 (Common Stock  Interests in Marker),  DNR
USA  Class 1 (First  Security  Bank  Claim),  DNR USA Class 3  (Marker's  Equity
Interests in DNR USA), DNR N.A. Class 1 (First Security Bank Claim) and DNR N.A.
Class 3 (Marker's  Equity Interests in DNR N.A.).  Accordingly,  the Debtors are
soliciting  acceptances  only from the  holders  of Allowed  Claims and  Allowed
Equity Interests in such impaired Classes.

         The Bankruptcy Code defines "acceptance" of a plan by a class of claims
as acceptance by creditors in that class that hold at least two-thirds in dollar
amount and more than  one-half  in number of the claims  that cast  ballots  for
acceptance  or  rejection  of the  plan.  Acceptance  of a plan  by a  class  of
interests requires  acceptance by at least two-thirds of the number of shares in
such class that cast ballots for acceptance or rejection of the plan. For a more
detailed  description  of the  requirements  for  confirmation  of the Plan, see
Section XI, "Voting Procedures and Confirmation Requirements".

         If one or more of the Classes of Claims or Equity Interests entitled to
vote on the Plan  votes to  reject  the Plan,  the  Debtors  intend  to  request
confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy Code.


                                       4
<PAGE>


Section 1129(b) permits confirmation of a plan of reorganization notwithstanding
the  nonacceptance of a plan by one or more impaired classes of claims or equity
interests.  Under that Section, a plan may be confirmed by a bankruptcy court if
it does not  discriminate  unfairly and is "fair and equitable"  with respect to
each nonaccepting class. For a more detailed description of the requirements for
confirmation  of a  nonconsensual  Plan, see Section XI, "Voting  Procedures and
Confirmation Requirements".

B.       Voting Procedures

         If you are  entitled to vote to accept or reject the plan,  a Ballot is
enclosed for the purpose of voting on the Plan.  If you hold Claims in more than
one Class, or Claims and Equity  Interests,  and you are entitled to vote Claims
in more than one Class, you will receive separate Ballots which must be used for
each separate Class of Claims or Equity  Interests.  IN ORDER TO BE COUNTED YOUR
BALLOTS  INDICATING  ACCEPTANCE OR REJECTION OF THE PLAN MUST BE PROPERLY FILLED
OUT AND RECEIVED NO LATER THAN 5:00 P.M.  EASTERN  STANDARD TIME, ON OCTOBER 22,
1999 (THE "VOTING  DEADLINE") IN ACCORDANCE WITH THE  INSTRUCTIONS  SET FORTH ON
THE BALLOT.  IN ORDER TO MEET THE VOTING DEADLINE,  BENEFICIAL  OWNERS OF MARKER
COMMON  STOCK  INTERESTS  HELD IN THE  NAME OF A BANK,  BROKERAGE  FIRM OR OTHER
RECORD HOLDER NOMINEE MUST COMPLETE,  EXECUTE AND DELIVER THEIR BALLOTS TO THEIR
RESPECTIVE RECORD HOLDER NOMINEES SO AS TO BE RECEIVED BY SUCH RECORD HOLDERS NO
LATER THAN 5:00 P.M. (E.S.T.) ON OCTOBER 18, 1999.

         DO NOT RETURN YOUR DEBT OR EQUITY SECURITIES WITH YOUR BALLOT.

         Any  Claim  or  Equity  Interest  in an  Impaired  Class as to which an
objection  is  pending  or  which  is  scheduled  by the  applicable  Debtor  as
unliquidated,  disputed or  contingent is not entitled to vote unless the holder
of such Claim or Equity Interest has obtained an order of the Court  temporarily
allowing such Claim or Equity Interest for the purpose of voting on the Plan.

         Pursuant to the Disclosure Statement Order, the Court set September 15,
1999 as the  record  Date for  voting on the Plan (the  "Voting  Record  Date").
Accordingly  only holders of record as of September  15, 1999 that are otherwise
entitled to vote under the Plan will receive a Ballot and may vote on the Plan.

         IF YOU ARE A HOLDER OF A CLAIM OR EQUITY  INTEREST  ENTITLED TO VOTE ON
THE PLAN AND DID NOT  RECEIVE A BALLOT,  RECEIVED A DAMAGED  BALLOT OR LOST YOUR
BALLOT, OR IF YOU HAVE ANY QUESTIONS  CONCERNING THE DISCLOSURE  STATEMENT,  THE
PLAN OR THE  PROCEDURES FOR VOTING ON THE PLAN PLEASE CONTACT EDWARD O. SASSOWER
AT 212-806-5515.

                                       5
<PAGE>

C.       Confirmation Hearing

         Pursuant  to Section  1128 of the  Bankruptcy  Code,  the  Confirmation
Hearing will be held on October 27, 1999 at 2:30 p.m.,  Eastern Time, before the
Honorable Mary F. Walrath,  at the United States  Bankruptcy  Court,  824 Market
Street,  Sixth Floor,  Wilmington,  Delaware 19801.  The Court has directed that
objections, if any, to confirmation of the Plan be served and filed so that they
are received on or before  October 25, 1999 at 4:00 p.m.,  Eastern  Time, in the
manner described below in Section XI. The Confirmation  Hearing may be adjourned
from  time  to  time  by  the  Court  without  further  notice  except  for  the
announcement of the  adjournment  date made at the  Confirmation  Hearing or any
subsequent Confirmation Hearing.

         THE  DEBTORS  BELIEVE  THAT  THE PLAN AND THE  CONTEMPLATED  SALE  WILL
MAXIMIZE THE RECOVERIES TO CREDITORS AND EQUITY  HOLDERS AND THAT  ACCEPTANCE OF
THE PLAN IS IN THE BEST INTERESTS OF THE DEBTORS AND THEIR  CREDITORS AND EQUITY
INTEREST  HOLDERS.  THE DEBTORS RECOMMEND THAT ALL CREDITORS AND EQUITY INTEREST
HOLDERS ENTITLED TO VOTE SUBMIT BALLOTS  ACCEPTING THE PLAN AND THE TRANSACTIONS
CONTEMPLATED THEREBY.

                                       II.

                              OVERVIEW OF THE PLAN

         The following is a brief summary of certain material  provisions of the
Plan.  This summary is qualified in its entirety by the  provisions of the Plan.
For a more detailed  description of the Plan, see Section VIII,  "Summary of the
Plan of Reorganization".

A.       General

         The Plan is premised upon (i) Newco's purchase of Marker's Sale Assets,
including its Equity  Interest in the  Subsidiaries,  and its  assumption of the
Assumed  Liabilities,  all  pursuant  to the terms and  conditions  of the Newco
Agreement  and (ii) several  primary  settlements  among  Marker,  Newco and the
Debtors' major creditors.

         1.       The Purchaser: Newco

         Pursuant to the terms and  conditions  of the Newco  Agreement  between
Marker and Newco dated as of July 30, 1999, as amended, Newco, a GmbH, organized
and existing under the laws of Switzerland,  will purchase  Marker's Sale Assets
and assume the Assumed Liabilities on the Effective Date. Under the terms of the
Newco  Agreement  and related  Operating  Agreement,  CT, a newly  formed  joint
venture between  Tecnica and H.D.  Cleven,  the principal  shareholder of Volkl,
will own 85% of Newco and Marker  will own the  remaining  15%.  Pursuant to the
terms of the Operating Agreement, CT will have the right to acquire Marker's 15%
ownership  interest in Newco at some  future time at the then fair market  value
subject  to  certain  adjustments  set  forth  in the  Newco  Agreement  and the
Operating Agreement and described in Section VI.G hereof. If CT exercises its


                                       6
<PAGE>


option under the  Operating  Agreement,  Marker  shareholders  will receive Cash
(subject to certain  offsets and  adjustments)  on account of their Common Stock
Interests;  provided,  however, that no Investment Act Breach (as defined in the
Operating  Agreement and  described in Section XII.A hereof) has occurred  prior
thereto.  For a  discussion  of  "Investment  Act Breach"  and the  consequences
thereof,  see  Sections  XII and XIII.F  hereof.  Alternatively,  if CT does not
exercise its redemption  option prior to the  dissolution of Marker,  holders of
Common Stock  Interest  will  receive an equity  interest in Newco equal to each
Equity  Interest  holder's  pro rata share of  Marker's  15% equity  interest in
Newco.

         Under the Plan and as set forth above,  Marker will be receiving  Newco
Equity Securities representing 15% of the outstanding equity of Newco.

         2.       Settlements Under the Plan

         As mentioned above, the Plan is premised upon several settlements among
Marker,  CT and each of First Security  Bank,  the German Banks,  including Hypo
Vereinsbank,  Isomura,  M&T Bank, KeyBank and Henry E. Tauber. These settlements
are  integral  to the Plan.  The Plan will  constitute  a motion by the  Debtors
pursuant to Bankruptcy Rule 9019 requesting  approval of the various settlements
incorporated   in  the  Plan  including  the  releases   contemplated   by  such
settlements.  A vote  in  favor  of the  Plan  will  constitute  support  of the
settlements  effectuated through the Plan and described herein. A description of
the significant claims against Marker and their settlement under the Plan is set
forth below.

                  (i)     First Security Settlement

         The Debtors are indebted to First  Security Bank as of July 30, 1999 in
the aggregate amount of $9,638,167.65 (including outstanding principal,  accrued
and unpaid interest and costs,  fees and expenses) under that certain  Revolving
Credit  Agreement  dated as of October 30,  1998 (as  amended,  supplemented  or
otherwise  modified from time to time, the "First  Security  Credit  Agreement")
among First Security,  the Debtors,  Marker USA, and Marker Ltd.  (collectively,
the  "Borrowers") and the other loan and security  documentation  (collectively,
the "First  Security  Loan  Documents").  Pursuant  to the First  Security  Loan
Documents,  the Borrowers  granted First  Security  liens on and first  priority
security  interests  in the Debtors'  inventory,  receivables  and  intellectual
property.  As of June,  1999,  Marker was not in  compliance  with  several loan
covenants  under the First  Security  Loan  Documents.  On June 14, 1999,  First
Security notified Marker that M&T Bank's termination of the M&T Foreign Exchange
Contract (described below) constituted a default under the First Security Credit
Agreement.  As of June 30, 1999, Borrowers' outstanding balance on their line of
credit  exceeded the available  borrowing base for periods  greater than the ten
day mandatory  repayment  period allowed under the First Security Loan Documents
which also  constituted a default.  As of June 30, 1999,  First Security had not
declared  a  default,  but  reserved  the  right to do so.  Pursuant  to a Third
Extension and Modification  Agreement dated as of June 30, 1999 by and among the
Borrowers  and  First  Security,  the  Borrowers'  obligations  under  the First
Security Loan Documents were due and payable on July 30, 1999.
                  As a result,  Marker began engaging in discussions  with First
Security regarding a standstill and a resolution of First Security's Claim,



                                       7
<PAGE>


culminating  in  the  Standstill  Agreement  dated  as of  July  30,  1999  (the
"Standstill Agreement"),  by and among, First Security, the Debtors, Marker USA,
Marker Ltd., Marker Deutschland GmbH ("Marker  Deutschland") and Newco. Pursuant
to the Standstill  Agreement and the Plan, on the Effective Date, First Security
will receive from Newco Cash equal to the Allowed amount of its Secured Claim in
full  satisfaction  of the First  Security  Bank  Claim  against  Marker and its
Subsidiaries.  As of July 30, 1999, the aggregate amount  outstanding  under the
First  Security  Secured  Loan  Documents  is  $9,638,167.65   (plus  reasonable
attorneys fees and expenses incurred after June 30, 1999).

                  Pursuant  to the  Standstill  Agreement,  First  Security  and
Marker have agreed  upon the basic terms of a proposed  restructuring  of Marker
and the  treatment  of First  Security's  Claim to be  contained in the Plan and
other definitive  documentation.  However,  First Security's  voting rights with
respect  to the Plan are  specifically  reserved  in the  Standstill  Agreement.
Pursuant to the Standstill  Agreement,  First Security agrees not to directly or
indirectly sell, assign, hypothecate, dispose of or otherwise transfer any claim
against  the  Borrowers  arising  from or relating  to the First  Security  Loan
Documents prior to the termination of the Standstill Agreement.

                  (ii)     German Banks  Settlement

                           a.       Hypo Vereinsbank (New York) Claim

                           On  April  15,  1999,  the  Company  did  not  make a
required  principal and interest  payment of DM 900,000  (U.S.  $496,000) on the
Third  Restated  Promissory  Note between  Marker and Hypo  Vereinsbank  (acting
through its New York branch) dated April 15, 1998 (the "Term Loan").

                           On April 16, 1999, Hypo  Vereinsbank  notified Marker
that nonpayment of principal and interest  constituted a default under the terms
of the Term  Loan and that the  entire  balance  of DM 6.4  million  (U.S.  $3.4
million) was immediately due and payable.  As a result, Hypo Vereinsbank applied
the  proceeds  of a time  deposit  that was held as  security by the bank in the
amount of $2.0 million against the outstanding balance due on the Term Loan.

                           In addition,  on March 31, 1999, Marker Deutschland's
DM 58.7  million  (U.S.  32.3  million)  line of credit  with Hypo  Vereinsbank,
Deutsche Bank AG ("Deutsche  Bank") and BFG Bank expired.  Marker  Deutschland's
obligations to Hypo  Vereinsbank and Deutsche Bank are guaranteed by Marker.  In
addition,  Marker  granted to the German  Banks a second lien on its  intangible
assets (i.e., patents and trademarks).

                           As a result,  Marker and Marker Deutschland commenced
negotiations  with  Hypo  Vereinsbank  to  restructure  the  debt  owed  to Hypo
Vereinsbank,  culminating in a Settlement  Agreement dated as of August 18, 1999
between  Hypo  Vereinsbank,  Marker  and CT (the  "Hypo  Vereinsbank  Settlement
Agreement").

                           Pursuant  to  the  Plan  and  the  Hypo   Vereinsbank
Settlement  Agreement,  Hypo Vereinsbank will forgive,  in full, the outstanding


                                       8
<PAGE>


indebtedness  of Marker (DM 2,755,000 (plus interest from 4/19/99 to 8/13/99) as
of  August  13,  1999)  under  the Term  Loan in full  satisfaction  of the Hypo
Vereinsbank (New York) Claim.

                           b.       Hypo   Vereinsbank   Claims  Against  Marker
                                    Deutschland GmbH and Related Guarantee Claim
                                    Against Marker

                           Pursuant  to the  terms  and  conditions  of the Hypo
Vereinsbank  Settlement  Agreement,  Hypo  Vereinsbank  agrees to sell to Newco,
effective as of the Confirmation Date, DM 22,455,000 of the outstanding  balance
of DM 40,761,000 (as of August 13, 1999) under the Loan  Agreement  between Hypo
Vereinsbank and Marker Deutschland dated October 13, 1998, as amended (the "Cash
Credit") for a nominal  consideration of DM 1.00 (one Deutschmark).  The parties
also agree  that upon such  sale,  the  balance  of the Cash  Credit  will be DM
18,306,000  which balance will be available to Marker  Deutschland for financing
during the 1999-2000 fiscal year and will be added to the New Financing Facility
(defined below). In addition, Marker Deutschland is also a party to six (6) loan
agreements  entered into with Hypo Vereinsbank from 1995 to 1997  (collectively,
the "Medium Term Loan").  Pursuant to the Hypo Vereinsbank Settlement Agreement,
Hypo Vereinsbank  agrees that the Medium Term Loan in the amount of DM 4,648,000
will remain  available to Marker  Deutschland for financing the 1999-2000 fiscal
year.  Finally,  subject  to the  conditions  set forth in the Hypo  Vereinsbank
Settlement   Agreement,   Marker's  and  Marker  USA's   guarantees   of  Marker
Deutschland's  obligations  to Hypo  Vereinsbank  under the Loan  Agreement  and
Medium Term Loan pursuant to guarantees  issued by each of Marker and Marker USA
on August 1, 1990 in the amount of DM 80,000,000, will be canceled, released and
terminated and of no further effect.

                           Pursuant   to   the   Hypo   Vereinsbank   Settlement
Agreement, Hypo Vereinsbank also agrees to make available to Marker Deutschland,
effective as of the Confirmation  Date, a new line of credit (the "New Financing
Facility") to be used for financing Marker  Deutschland's  1999-2000 fiscal year
in an amount up to DM 58,480,000  consisting of DM 18,306,000  remaining balance
on the Cash  Credit  and DM  40,174,000  additional  commitment  (the  "Hypo New
Commitment").  The Hypo New Commitment has already been made available to Marker
Deutschland  since April 1, 1999, to be replaced by the New Financing  Facility.
The New Financing Facility will be secured by a first-priority security interest
in (i) all existing and future accounts receivable of Marker  Deutschland,  (ii)
all existing and future inventory of Marker Deutschland,  and (iii) all existing
and future trademarks,  patents and licenses of Newco relating in any way to the
production  or sale of ski  bindings and their  components.  Newco will become a
contract party to, and liable for, the New Financing Facility.

                           Finally,  pursuant to the Hypo Vereinsbank Settlement
Agreement, CT and Hypo Vereinsbank agree to use their reasonable best efforts to
support Marker's debt restructuring  pursuant to the  "pre-negotiated"  Plan. In
addition,  subject to the  fulfillment  of the  conditions set forth in the Hypo
Vereinsbank Settlement Agreement (including, among other things, the Plan being,
in form and substance,  satisfactory  to Hypo  Vereinsbank and Court approval of
this  Disclosure  Statement),  Hypo  Vereinsbank  agrees to vote in favor of the
Plan.  Hypo  Vereinsbank  also  agrees,  for so  long  as the  Hypo  Vereinsbank
Settlement Agreement is in effect, not to directly or indirectly, sell, assign,


                                       9
<PAGE>

hypothecate, dispose of or otherwise transfer any Claim against Marker or Marker
Deutschland arising from or relating to the Cash Credit, the Medium Term Loan or
the Term Loan.

                           c.       Deutsche  Bank  AG  Claims   Against  Marker
                                    Deutschland GmbH and Related Guarantee Claim
                                    Against Marker

                           Marker  Deutschland  is  indebted  to  Deutsche  Bank
pursuant to (i) a Loan Agreement  between  Deutsche Bank and Marker  Deutschland
dated  November  5/9,  1998 as amended on December 30,  1998,  January 12, 1999,
February  23,  1999 and August 18, 1999 (the "DBAG Cash  Credit")  and (ii) Loan
Agreements  between Deutsche Bank and Marker  Deutschland  dated November 18/22,
1996  and  September   9/16,   1997  (the  "DBAG  Medium  Term  Loan").   Marker
Deutschland's  obligations  under the DBAG Cash  Credit and the DBAG Medium Term
Loan are  guaranteed  by each of Marker and Marker USA  pursuant  to  guarantees
issued by each of Marker and  Marker  USA on April 30,  1998 in the amount of DM
40,000,000.

                           Pursuant to an Agreement  dated as of August 18, 1999
(the "DBAG Settlement  Agreement"),  by and among Deutsche Bank,  Marker and CT,
the parties have agreed,  among other things, to the terms of a restructuring of
the obligations owed to Deutsche Bank.

                           Pursuant  to the  terms  and  conditions  of the DBAG
Settlement Agreement, Deutsche Bank agrees to sell to Newco, effective as of the
Effective Date, DM 5,690,000 of the outstanding  balance of DM 10,798,000 (as of
August 13,  1999) under the DBAG Cash Credit for a nominal  consideration  of DM
1.00 (one Deutschmark).  The parties also agree that upon such sale, the balance
of the DBAG Cash Credit will be DM 5,108,000  which balance will be available to
Marker  Deutschland for financing  during the 1999-2000  fiscal year and will be
added to a new financing facility. In addition,  pursuant to the DBAG Settlement
Agreement,  Deutsche Bank agrees that the DBAG Medium Term Loan in the amount of
DM 1,142,000  will remain  available to Marker  Deutschland  for  financing  the
1999-2000 fiscal year. Finally, subject to the fulfillment of the conditions set
forth in the DBAG Settlement Agreement,  Marker's and Marker USA's guarantees of
Marker Deutschland's obligations to Deutsche Bank will be canceled, released and
terminated and of no further effect.

                           Deutsche Bank has also agreed to make available a new
line of credit to Marker  Deutschland  (for 1999-2000  fiscal year) as part of a
new  financing  facility in an amount of up to DM  17,934,000,  consisting of DM
5,108,000 remaining balance of the DBAG Cash Credit and DM 12,826,000 additional
commitment  (the "New  Commitment").  The New  Commitment  has already been made
available to Marker  Deutschland since April 1, 1999. This separate  arrangement
will be canceled and replaced with a new financing facility to be contained in a
credit agreement which will cover the remaining balance of the Cash Credit,  the
amount  drawn  under  the New  Commitment,  and any  unused  balance  of the New
Commitment.  Newco will be party to and be liable for the obligations under this
new financing  facility,  which will be secured by all accounts  receivable  and
inventory  of  Marker  Deutschland  and  all  intangibles  (i.e.,   patents  and
trademarks) of Newco.

                           Finally,  pursuant to the DBAG Settlement  Agreement,
CT and  Deutsche  Bank  agree to use their  reasonable  best  efforts to support

                                       10
<PAGE>

Marker's debt  restructuring  pursuant to the Plan. In addition,  subject to the
fulfillment  of the  conditions  set  forth  in the  DBAG  Settlement  Agreement
(including,  among  other  things,  the  Plan  being,  in  form  and  substance,
satisfactory to DBAG and Court approval of this Disclosure Statement),  Deutsche
Bank agrees to vote in favor of the Plan. Deutsche Bank also agrees, for so long
as the DBAG  Settlement  Agreement is in effect,  not to directly or indirectly,
sell,  assign,  hypothecate,  dispose of or otherwise transfer any Claim against
Marker or Marker Deutschland arising from or relating to the DBAG Cash Credit or
the DBAG Medium Term Loan.

                  (iii)    Isomura Settlement

                  On August 16, 1994,  Marker  issued  Series A Bonds to Isomura
Sangyo  Kaisha  Ltd.,  a  Japanese  Corporation  ("Isomura"),  in the  aggregate
principal  amount of $19  million.  Marker  did not make the  required  interest
payment of $125,000  due in October  1998 and  $125,000 due in April 1999 on the
Series A Bonds. As a result,  Isomura, the bondholder,  has the right to declare
the Series A Bonds in default and accelerate the entire  outstanding  balance of
approximately $11.5 million plus accrued interest of approximately  $600,000. On
March 26,  1999,  CT entered  into a  restructuring  agreement  with Isomura (as
amended, the "Isomura  Agreement").  Pursuant to the Isomura Agreement,  Isomura
agreed to  reduce  the  amount  due  under  the  Series A Bonds to an  aggregate
principal amount of $5,750,000.  Pursuant to the Plan and the Isomura Agreement,
on the Effective Date, Isomura,  the holder of the Allowed Series A Bonds Claim,
will receive the Isomura Note, to be issued by Newco, in the aggregate principal
amount of  $5,750,000  in full and complete  satisfaction  of the Series A Bonds
Claim.  The  Isomura  Note is a five  year  unsecured  promissory  note with the
following  principal terms: (i) principal  amortization in four (4) equal annual
installments  of $750,000  commencing  on the first  anniversary  of the date on
which the Confirmation  Order shall become a Final Order (hereafter,  the "Final
Confirmation  Date") and the  remaining  principal  amount of  $2,750,000  to be
payable on the fifth anniversary of the Final  Confirmation  Date; (ii) interest
will be paid annually  until the second  anniversary  of the Final  Confirmation
Date and  semi-annually  thereafter  at an  interest  rate of 2% per annum  both
before and after default until the fourth  anniversary of the Final Confirmation
Date and  thereafter,  the interest rate,  both before and after default will be
the rate Isomura pays to the bank or other financial institution that funded the
purchase of the Series A Bonds by Isomura or has taken over said  position  from
the original  funding bank or  institution,  provided said rate of interest does
not exceed  the prime  lending  rate  extended  by said bank or other  financial
institution on commercial  loans in Japan from time to time plus one-half of one
percent (.5%);  and (iii) interest will accrue under the Isomura Note commencing
April 1, 1999. The Isomura Note will be in substantially the form annexed to the
Plan as Exhibit 2 .

                  Pursuant to the Isomura  Agreement,  Newco and Eiichi  Isomura
will enter into an employment  agreement,  effective on the  Confirmation  Date,
pursuant to which  Eiichi  Isomura  agrees to be employed by Marker  Japan for a
term of at least five (5) years as  President  and  Representative  Director  at
compensation  levels to be  negotiated.  In  addition,  commencing  on the sixth
anniversary  of the  Confirmation  Date,  Newco will  satisfy  Eiichi  Isomura's
obligations  under personal  guaranties made by him as credit support for Marker
Japan Co.  Ltd.'s  obligations  under a certain term loan facility and a working
capital  facility,  by making three equal annual payments of up to $1,166,666 on
the then aggregate  principal amount outstanding under the term loan and working
capital facilities. Eiichi Isomura's personal guaranties will be terminated and



                                       11
<PAGE>

all obligations  thereunder will be discharged on the eighth  anniversary of the
Confirmation Date. The liability of Eiichi Isomura under the personal guaranties
will be limited to $3,500,000.

                  Pursuant to the Isomura  Agreement,  Isomura and CT agree that
the restructuring  agreed to in the Isomura Agreement is subject to each party's
written consent to the definitive  documentation  relating thereto.  The parties
agree to take all  reasonable  steps and use their best efforts to (i) negotiate
and assist in the preparation of and to enter into such definitive documentation
and (ii)  obtain  Court  approval  of the Plan.  The  parties  also agree not to
support or propose any other Plan unless such plan is acceptable to and endorsed
by Newco. Pursuant to the Isomura Agreement, Isomura also agrees, so long as the
Isomura  Agreement is in effect,  not to directly or indirectly,  sell,  assign,
transfer,   hypothecate  or  otherwise   dispose  of  (i)  any  Series  A  Bonds
beneficially owned by it or as to which it has investment  discretion,  (ii) any
Claim  arising  from or  relating  to the  Series A Bonds or (iii)  any  option,
interest in, or right to acquire any Series A Bonds or related Claims.

                  (iv)     Foreign Exchange Contracts Settlements

                           a.       M&T Bank

                  On May 1, 1997, Marker entered into a certain Foreign Exchange
Netting Agreement (as amended,  supplemented or otherwise  modified from time to
time,  the "M&T Foreign  Exchange  Contract") in order to hedge against  foreign
currency  fluctuations.  Subsequent to March 31, 1999,  Marker notified M&T Bank
that it  would be  unable  to  utilize  the M&T  Foreign  Exchange  Contract  as
originally  intended.  As a result, on May 25, 1999, M&T Bank terminated the M&T
Foreign Exchange Contract,  and pursuant to its rights thereunder,  canceled and
closed out all outstanding foreign exchange contracts for a loss of $3.7 million
as of May 21,  1999 and  demanded  immediate  payment  of this  amount.  Shortly
thereafter, Marker and Newco commenced negotiations with M&T Bank to restructure
the obligation.  These discussions  culminated in a letter agreement dated as of
July 26, 1999 (as  supplemented by the  Supplemental  Agreement of Understanding
dated as of August  11 1999,  the "M&T  Letter  Agreement"),  between  M&T Bank,
Marker,  CT and Newco,  pursuant to which the  parties  set forth the  principal
economic terms for the treatment of M&T Bank's Claims under the Plan.

                  Pursuant  to the M&T  Letter  Agreement,  M&T Bank  agrees  to
reduce its Claim  under the M&T Foreign  Exchange  Contract  from  $3,675,823.37
(plus interest thereon after May 16, 1999 at a rate of prime plus 2%, plus costs
and expenses) to $1,838,000 (the "Reorganized  Debt").  Pursuant to the Plan and
the M&T Letter Agreement, (i) Newco will assume the Reorganized Debt and (ii) in
full and complete  satisfaction of the  Reorganized  Debt and M&T Bank's Foreign
Exchange  Contract Claims against  Marker,  on the Effective Date, M&T Bank will
receive  from Newco (a) Cash in an amount equal to $788,000 and (b) the M&T Bank
Note.  The M&T Bank Note is an  unsecured  five (5) year  promissory  note to be
issued to M&T Bank in the aggregate principal amount of $1,050,000.  Pursuant to
the  "most  favored  nations  clause"  agreed  to in the  M&T  Letter  Agreement
described below, the M&T Bank Note will be issued jointly and severally by Newco
and  Marker  Japan Co.  Ltd.  ("Marker  Japan")  consistent  with the  treatment
accorded  to KeyBank  pursuant  to the KeyBank  Settlement  Agreement  described
below.

                                       12
<PAGE>

         Principal  payments  under  the M&T  Bank  Note  will  be  made  (x) in
consecutive equal quarterly  installments of $50,000 during the first four years
of the  term,  the  first of which  will be paid  ninety  (90)  days  after  the
Effective Date, and (y) in consecutive  equal quarterly  installments of $62,500
during the fifth year of the term.  Interest will be paid  quarterly at the rate
of 2% per  annum  until  the  fourth  anniversary  of  the  Effective  Date  and
thereafter  until  the  maturity  date at the prime  lending  rate  extended  by
commercial  banks on  commercial  loans in Japan from time to time plus one-half
(1/2)  of one  percent.  The M&T Bank  Note  will be in  substantially  the form
annexed to the Plan as Exhibit 3.

                  The M&T Letter  Agreement  provides  that  Marker and CT agree
that,  except with  respect to Marker's  existing  secured  lenders and ordinary
course trade creditors,  none of Marker's  creditors or shareholders will obtain
any settlement, restructuring, payment or other disposition of any of its Claims
or  Equity  Interests  that is more  favorable  than  the  terms  of M&T  Bank's
restructuring  unless such more  favorable  terms are afforded to M&T Bank on an
equal pro rata basis.

                  Finally, pursuant to the M&T Letter Agreement,  Marker and M&T
Bank  agree that the  restructuring  agreed to in the M&T  Letter  Agreement  is
subject to each party's written consent to the definitive documentation relating
thereto.  The  parties  agree to take all  reasonable  steps and use their  best
efforts to (i) negotiate and assist in the preparation of and to enter into such
definitive  documentation  and (ii) obtain Court approval of the Plan so long as
the Plan provides for the  treatment of M&T Bank's Claim in accordance  with the
M&T Letter Agreement. Pursuant to the M&T Letter Agreement, M&T Bank agrees that
until the  occurrence  of certain  events set forth  therein,  M&T Bank will not
directly or  indirectly,  sell,  assign,  hypothecate,  dispose of or  otherwise
transfer any Claim  against  Marker  arising from or relating to the M&T Foreign
Exchange Contract.

                           b.       KeyBank

                  Marker  and/or its  Subsidiaries  also bought and sold foreign
currencies  from  time to time  pursuant  to the  KeyBank  National  Association
Foreign  Exchange  Transaction  Terms and  Conditions  set forth in the  written
confirmations  entered  into  from  time to time with  respect  to each  foreign
exchange transaction  (collectively,  the "KeyBank Foreign Exchange Contracts").
On August 13, 1999, KeyBank  terminated the KeyBank Foreign Exchange  Contracts.
KeyBank asserts that Marker and its Subsidiaries owe KeyBank  $1,279,626.31 (the
"KeyBank FX Debt") in  realized  losses  under the  terminated  KeyBank  Foreign
Exchange  Contracts.  Pursuant to the  Agreement  of  Understanding  dated as of
August 17, 1999 (the "KeyBank Settlement Agreement"),  entered into by and among
KeyBank, Marker, Marker Deutschland,  Marker Japan Co. Ltd. ("Marker Japan") and
Newco,  the  parties  reached an  agreement  which  resolved  the  treatment  of
KeyBank's Claims under the Plan.

                  Pursuant to the  KeyBank  Settlement  Agreement  and the Plan,
KeyBank agrees to reduce its Claim under the KeyBank Foreign Exchange  Contracts
from    $1,279,626.31   to   $638,534   (the   "Reorganized    KeyBank   Debt").
Contemporaneously with execution of the KeyBank Settlement Agreement, Marker and


                                       13
<PAGE>


Marker Japan delivered to KeyBank a promissory note (the "KeyBank FX Debt Note")
for the  entire  KeyBank FX Debt,  payable  upon  demand  with  interest  at ten
percent, issued by Marker and Marker Japan. KeyBank cannot make any demand under
the  KeyBank FX Debt Note  except upon  termination  of the  KeyBank  Settlement
Agreement.  Pursuant to the Plan and the KeyBank  Settlement  Agreement,  on the
Effective Date Newco will (i) assume the  Reorganized  KeyBank Debt, (ii) make a
Cash  payment to KeyBank of  $273,840  (the  "Cash  Payment")  and (iii)  issue,
jointly and severally  with Marker Japan,  the KeyBank Note. The KeyBank Note is
an unsecured five (5) year  promissory  note to be issued by Newco to KeyBank in
the aggregate principal amount of $364,694. Principal payments under the KeyBank
Note will be made (x) in consecutive  equal  quarterly  installments  of $17,095
during the first four years of the term,  the first of which will be paid ninety
(90) days after the  Effective  Date,  and (y) in  consecutive  equal  quarterly
installments of $22,793 during the fifth year of the term. Interest will be paid
quarterly  at the rate of 2% per  annum  until  the  fourth  anniversary  of the
Effective Date and thereafter  until the maturity date at the prime lending rate
extended by commercial banks on commercial loans in Japan from time to time plus
one-half  (1/2) of one percent.  The KeyBank Note will be  substantially  in the
form of the M&T Bank Note  annexed  to the Plan as  Exhibit  3.  Under the Plan,
KeyBank's Allowed Claim against Marker will be discharged upon KeyBank's receipt
of the Cash  Payment and the KeyBank  Note.  The KeyBank Note shall be exchanged
for the KeyBank FX Debt Note and the KeyBank FX Debt Note shall be canceled  and
have no further force and effect on and after the Effective  Date,  and Marker's
and Marker Japan's obligations thereunder shall be discharged.

                  KeyBank has  asserted and  continues  to maintain  that Marker
Deutschland  and Marker USA are  jointly  and  severally  liable with Marker and
Marker  Japan for the entire  KeyBank FX Debt.  Pursuant  to KeyBank  Settlement
Agreement,  the parties  agree,  without  that  agreement  being an admission of
liability to KeyBank,  that KeyBank shall preserve all rights and claims against
Marker  Deutschland  and Marker USA and that nothing in the Plan will in any way
affect such rights.  KeyBank  agrees that in the event the Plan is confirmed and
no event of default has occurred or is  continuing  under the KeyBank Note after
the Effective Date, KeyBank will make no claim against the Subsidiaries, or seek
recovery on the KeyBank FX Debt,  and further  that  KeyBank  will make no claim
against  the  Subsidiaries  on account of the  KeyBank FX Debt which  exceeds in
principal  amount the balance of the KeyBank Note which may be outstanding  from
time to time.  Neither Marker  Deutschland nor Marker USA admit any liability or
obligation to KeyBank arising from or otherwise relating to the KeyBank FX Debt,
the KeyBank Foreign Exchange Contracts,  the KeyBank FX Debt Note or the KeyBank
Note, and all of such Subsidiaries' rights, defenses and claims are preserved in
the KeyBank  Settlement  Agreement.  Upon receipt by KeyBank of full,  final and
timely  payment of the Cash Payment and all sums payable under the KeyBank Note,
Newco and the Subsidiaries will also be discharged of any and all obligations or
liabilities  arising  under or  relating  to the  KeyBank FX Debt,  the  KeyBank
Foreign Exchange Contracts and the KeyBank Note, as applicable.

                  The KeyBank  Settlement  Agreement also provides that,  except
with respect to Marker's  existing  secured  lenders and  ordinary  course trade
creditors,   none  of  Marker's   creditors  or  shareholders  will  obtain  any
settlement,  restructuring, payment or other disposition of any of its Claims or
Equity Interests that is more favorable than the terms of the KeyBank Settlement
Agreement  unless  such more  favorable  treatment  is afforded to KeyBank on an
equal pro rata basis.

                                       14
<PAGE>

                  Pursuant  to the  KeyBank  Settlement  Agreement,  the parties
agree that the restructuring  agreed to in the KeyBank  Settlement  Agreement is
subject to each party's written consent to the definitive documentation relating
thereto.  The  parties  agree to take all  reasonable  steps and use their  best
efforts to (i) negotiate and assist in the preparation of and to enter into such
definitive  documentation  and (ii) obtain Court approval of the Plan so long as
the Plan  provides for the treatment of KeyBank's  Claim in accordance  with the
KeyBank  Settlement  Agreement.  Pursuant to the KeyBank  Settlement  Agreement,
KeyBank  agrees that so long as the KeyBank  Settlement  Agreement is in effect,
KeyBank will not directly or indirectly,  sell, assign, hypothecate,  dispose of
or otherwise  transfer any Claim against  Marker arising from or relating to the
KeyBank Foreign Exchange Contracts.

                  (v)      Tauber Settlement

                  Henry  E.  Tauber  ("Tauber"),   former  president  and  chief
executive officer of Marker and a member of Marker's board of directors,  is the
record and beneficial  owner of 1,000,000  shares of Marker's Series B Preferred
Stock (the "Preferred  Stock  Interests")  which were acquired for $3.00 each in
cash, for a total investment of $3,000,000. Each share of the Series B Preferred
Stock is convertible,  at the option of the holder,  at any time, into shares of
common stock of Marker at a rate of one and one-third shares of common stock for
each share of Series B  Preferred  Stock.  At the  election of a majority of the
holders of the Series B Preferred  Stock, the Company is required to redeem each
year,  beginning  September 1, 2003, and on each September 1 thereafter,  25% of
the total number of outstanding shares of Marker's Series B Preferred Stock at a
price per share equal to $3.00 (subject to  adjustment)  plus accrued and unpaid
cumulative   dividends.   Tauber  and  Newco   entered   into  an  Agreement  of
Understanding dated as of July 13, 1999 (the "Tauber  Agreement")  regarding the
treatment of Tauber's Preferred Stock Interests under the Plan.

                  Pursuant to the Tauber Agreement,  Tauber or the then existing
holder  of the  Preferred  Stock  Interests  is  given an  Allowed  Claim in the
principal  amount of $1,500,000 on account of the Preferred Stock Interests (the
"Tauber Claim").  Pursuant to the Plan, in full  satisfaction and release of the
Tauber Claim,  on the Effective Date Newco will assume the Tauber Claim and will
pay, as when due, the Tauber Payment Obligations. The Tauber Payment Obligations
will  consist of the  following:  (i) three  equal  annual  installments  of the
principal of the Tauber Claim of $150,000  each,  the first of which will be due
and  payable  on June 1, 2000 and the  second  and third on the same day of each
succeeding  year,  and (ii) four equal annual  consecutive  installments  of the
principal  of the Tauber Claim of $262,500  each,  the first of which is payable
June 1, 2003 and the  remaining  three on the same day of each  succeeding  year
until paid in full on June 1, 2006.  Simple interest at the rate of 5% per annum
will accrue on all  installments  of the principal of the Tauber Claim that have
not been paid, in whole or in part, on their respective due dates; provided that
interest  will only  commence as and from the later of June 1, 2003 and the date
such  installment  was due and  payable.  Newco will have the right any time and
from time to time to defer, without premium or penalty, the payment (in whole or
in part) of any installment of principal and the payment of any accrued interest
thereon up to and including June 1, 2007. Tauber will have no recourse against


                                       15
<PAGE>


Newco for failure to pay Tauber any  principal  installment  when due;  provided
that all  amounts  due Tauber  under the Plan will be paid on or before  June 1,
2007.

                  Pursuant  to the Tauber  Agreement,  Tauber has  accepted  the
treatment  provided to the Preferred Stock Interests  subject to confirmation of
the Plan.

                  (vi)      Equity Lock-up Agreement

                  On or about  July 30,  1999,  CT,  Tauber  (the  holder of the
Preferred Stock Interests) and holders of approximately  51% of the Common Stock
Interests in Marker  entered into the  Shareholders  Agreement of  Understanding
(the "Equity  Agreement").  Pursuant to the Equity  Agreement,  each stockholder
agreed (i) to take all  reasonable  steps and use his or their  reasonable  best
efforts  to (a)  negotiate  and assist in the  preparation  of and to enter into
definitive  documentation  with respect to the transactions  contemplated by the
Newco  Agreement and (b) obtain Court approval of the Plan, the Newco  Agreement
and such other related  documentation,  (ii) not to support or propose any other
plan of  reorganization  or any other sale of substantially all of the assets of
Marker or its Subsidiaries  unless such plan or sale is acceptable to Newco, and
(iii) not to sell,  encumber,  assign or otherwise dispose of such stockholder's
Equity Interest in Marker during the term of the Equity Agreement.

                  (vii)    Conclusions Re: Settlements

                  The foregoing settlements described in Section  II.A.2(i)-(vi)
above,  represent  a  global  restructuring  of the  debts  of  Marker  and  its
Subsidiaries. This global restructuring was necessitated by the fact that Marker
had inadequate  working  capital to fund operations and service its debt and was
not in  compliance  with certain  financial  covenants  and in default under its
obligations   to  certain   creditors.   These   settlements   are  integral  to
implementation of the Sale and the Plan. Without such settlements  restructuring
the Debtors' major  categories of debt, CT would not move forward with the Sale.
In fact,  delivery of the executed lock-up and other agreements  described above
is a condition to the Closing of the Sale.

                  The Debtors  believe  that each of the  settlements  described
above  represents a good faith compromise of the claims and disputes between the
parties,  is fair and equitable,  is well within the range of reasonableness and
should be approved by the Court pursuant to Bankruptcy Rule 9019.

                                       16
<PAGE>


B.       Global Debt Restructuring of Marker and its Subsidiaries

         The implementation of the Debtors' Plan and the sale of Marker's Assets
as described  herein allows for a  restructuring  of Marker's debt  obligations.
However,  that  restructuring  is part of a global debt  restructuring  which is
taking  place with respect to Marker's  non-debtor  operating  Subsidiaries,  in
particular,  Marker  Deutschland.  Pursuant  to the  Plan  and  the  settlements
described  above,  Marker will  achieve  $14,570,448  in debt  forgiveness  with
respect to $25,928,840 of debt in Marker. In addition,  simultaneously herewith,
Marker Deutschland, Marker's non-debtor operating Subsidiary conducting business
in Germany,  is  undergoing a  consensual  debt  restructuring  with its working
capital lenders, Hypo Vereinsbank, Deutsche Bank and BFG Bank. Substantially all
of Marker's ski bindings are manufactured by Marker Deutschland. Pursuant to the
German debt  restructuring,  Marker Deutschland will achieve debt forgiveness of
approximately  $15,722,280  with  respect to existing  working  capital  debt of
$40,808,725.  However,  Marker  Deutschland's  restructuring  is contingent upon
consummation of the Newco Agreement,  execution of debt restructuring agreements
with Marker's major  creditors and  confirmation  of the Plan in accordance with
the timetable set forth in the Newco Agreement.

C.       Summary of Classes and Treatment Under the Plan

         The Plan constitutes a separate plan of reorganization  for each Debtor
and each type of Claim and Equity  Interest  against and in the Debtors,  except
Administrative Claims and Priority Claims, is placed in the classes set forth on
the Table of Summary of Classes  and  Treatment  set forth below for each of the
respective Debtors.


                                       17
<PAGE>
<TABLE>
<CAPTION>

                     SUMMARY OF CLASSIFICATION AND TREATMENT
                  OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN

                         Type of Claim or                                                      Estimated
Class                    Equity Interest                      Treatment                        Recovery
-----                    ---------------                      ---------                        --------

<S>                      <C>                              <C>                                  <C>
Unclassified             Allowed Administrative Claims    Paid in full (or as otherwise        100%
Unclassified             Allowed Priority Claims          Paid in full, in Cash, on or as      100%
Unclassified             Allowed Priority Tax Claims      Each holder of an Allowed Priority   100%
Marker
Marker Class 1           Allowed First Security Bank      Impaired; paid by Newco in full,     100%
Marker Class 2           Allowed First Mortgage Claim     Impaired.  In full and complete      100%
Marker Class 3           Allowed Hypo Vereinsbank (New    Impaired.  On the Effective Date,    0%
Marker Class 4`          Allowed Series A Bonds Claim     Impaired.  On the Effective Date,    47%
Marker Class 5           Allowed German Banks Guarantee   Impaired; no distribution under      0%
Marker Class 7           Allowed Piero Claims             Unimpaired.  Pursuant to and in      100%
Marker Class 8           Allowed Insured Product          Unimpaired.  Allowed Insured         100%
Marker Class 9           Allowed Small General            Unimpaired; paid in full, in Cash,   100%
Marker Class 10          Allowed Preferred Stock          Impaired.  In full and complete      N/A
Marker Class 11          Allowed Common Stock Interests   Impaired; each holder of a Class     N/A
DNR USA
DNR USA Class 1          Allowed First Security Bank      Impaired; see treatment provided     100%
DNR USA Class 2          Allowed General Unsecured        Unimpaired; paid in full, in Cash,   100%
DNR USA Class 3          Allowed Equity Interests in      Impaired.  Marker, the holder of     N/A
DNR N.A.
DNR N.A. Class 1         Allowed First Security Bank      Impaired; see treatment provided     100%
DNR N.A. Class 2         Allowed General Unsecured        Unimpaired; paid in full, in Cash,   100%
DNR N.A. Class 3         Allowed Equity Interests in      Impaired.  Marker, the holder of     N/A

</TABLE>


<PAGE>


                                      III.

                             OVERVIEW OF CHAPTER 11

         Chapter  11 is the  principal  business  reorganization  chapter of the
Bankruptcy  Code.  Under chapter 11, a debtor is  authorized  to reorganize  its
business for the benefit of itself,  its creditors and equity interest  holders.
In addition to permitting rehabilitation of a debtor, another goal of chapter 11
is to promote equality of treatment for similarly  situated creditors and equity
interest holders with respect to distribution of a debtor's assets.

         The  commencement  of a  chapter  11 case  creates  an  estate  that is
comprised  of all of the legal and  equitable  interests of the debtor as of the
filing  date.  The  Bankruptcy  Code  provides  that the debtor may  continue to
operate its  business and remain in  possession  of its property as a "debtor in
possession."

         The consummation of a plan of reorganization is the principal objective
of a chapter 11  reorganization  case. A plan of  reorganization  sets forth the
means for satisfying claims against and interests in the debtor. Confirmation of
a plan of  reorganization by the bankruptcy court makes that plan binding upon a
debtor,  any person acquiring property under the plan and any creditor or equity
interest  holder  of a  debtor.  Subject  to  certain  limited  exceptions,  the
confirmation  order  discharges  a debtor  from any debt that arose prior to the
date of  confirmation  of the  plan and  substitutes  therefor  the  obligations
specified under the confirmed plan.

         After a plan of  reorganization  has been  filed,  the holder of claims
against or  interest in a debtor are  permitted  to vote to accept or reject the
plan. Before soliciting acceptances of the proposed plan, however,  Section 1125
of the  Bankruptcy  Code  requires  a debtor to prepare a  disclosure  statement
containing adequate information of a kind, and in sufficient detail, to enable a
hypothetical  reasonable  investor to make an informed  judgment about the plan.
The  Debtors  are  submitting  this  Disclosure  Statement  to holders of Claims
against Equity  Interests in the Debtors to satisfy the  requirements of Section
1125 of the Bankruptcy Code.


                                       IV.

                     DESCRIPTION OF THE DEBTORS' BUSINESSES

A.       General Background

         Marker is a leading designer,  developer,  manufacturer and marketer of
alpine ski  bindings  in North  America,  Europe  and Asia.  Marker is a holding
company  which   operates  its  business   through  its   Subsidiaries,   Marker
Deutschland,  Marker USA, Marker Japan,  Marker Austria GmbH ("Marker  Austria")
and Marker  Canada,  Ltd.  ("Marker  Canada") (a 33.33% owned  Subsidiary  after
giving  effect  to the sale to CT  described  below).  Substantially  all of the
Company's  ski  bindings  are  manufactured  by Marker  Deutschland,  which also
distributes  bindings  in  Germany,  to  Subsidiaries  of  the  Company,  and to
independent  distributors  in  countries  where  the  Company  does  not  have a
distribution subsidiary.

                                       26
<PAGE>

         On June 18, 1999, CT, Marker, Marker Canada and Lapointe Rosenstein, as
escrow agent,  entered into a  shareholders  agreement  pursuant to which CT, on
behalf of Newco,  purchased 200 class "A" shares of Marker Canada for a purchase
price of Cdn $1.5  million.  The 200 class "A"  shares  represent  66.66% of the
outstanding voting and participating  shares of Marker Canada. The remaining 100
class "A" shares,  representing 33.33% of the outstanding and voting shares, are
held by Marker.  The purpose of this  transaction was to provide working capital
to Marker Canada.

         The purchase price of Cdn $1.5 million (converted to U.S. dollars at an
exchange rate of 1.4627 Canadian  dollar per U.S.  dollar) will be deducted from
the U.S. $15 million  required to be  contributed by CT to Newco pursuant to the
Newco  Agreement.  CT has the option (the  "Canada  Option") to purchase  all of
Marker's 100 shares of Marker Canada for a purchase price of Cdn $750,000,  less
all amounts then payable by Marker or any of its  Subsidiaries to Marker Canada,
CT or any subsidiary or Affiliate of CT. The Canada Option is exercisable if (i)
the  transactions  contemplated by the Newco Agreement are not consummated on or
before December 31, 1999, (ii) Marker or any of its Subsidiaries is acquired by,
merges with or sells all or a substantial  part of its assets or securities to a
person  other than CT, its  subsidiaries  or  Affiliates,  (iii)  Marker makes a
motion or application in the  bankruptcy  court to reject the Canada Option,  or
(iv) Marker  contests the  validity or  enforceability  of the Canada  Option or
denies it has any obligations under the shareholders agreement.

         Until  March 1999,  Marker  Ltd.,  also a  Subsidiary  of the  Company,
designed,  distributed and sold to retailers the Company's clothing,  gloves and
luggage products for skiing and other recreational activities. On March 8, 1999,
the Company and Marker Ltd. granted Ski & Sports Recreation  Company,  L.L.C. an
exclusive,  worldwide  right to  manufacture,  market  and  sell  the  Company's
clothing,  gloves and luggage  products (the "Apparel  Business")  utilizing the
"Marker"  tradename in return for royalty  payments equal to a percentage of net
sales which ranges from 3% to 5%.  Marker has the right to terminate the license
agreement in the event annual net sales fall below a certain level. In addition,
Marker and Marker  Ltd.  may,  at any time  before  March 31,  2001,  acquire by
assignment all of the rights of Ski & Sports Recreation  Company,  L.L.C.  under
the  license  agreement.  Marker  and Marker  Ltd.  also have the right of first
refusal  through  March 31, 2002 as to any sale or  transfer of the  business or
assets used by Ski & Sports Recreation Company, L.L.C. for the manufacture, sale
and marketing of the Apparel Business. In connection with the license agreement,
Marker and Marker Ltd. sold certain  assets  (including,  inventory and accounts
receivable) of Marker Ltd. to Ski & Sports Recreation Company, L.L.C.

         In  addition,  prior to  September  1998,  Marker  and  certain  of its
Subsidiaries   designed,   developed,   manufactured  and  marketed  snowboards,
Interface  Step-in  System(TM),  traditional  snowboard  bindings and  snowboard
boots. Marker operated its snowboard business through DNR Sportsystem Ltd. ("DNR
Sportsystem"),  an 80% owned Subsidiary of Marker AG, a wholly-owned  Subsidiary
of the Company, and Marker's  wholly-owned  Subsidiaries,  DNR USA, DNR N.A. and
DNR Japan Co., Ltd.  ("DNR  Japan").  DNR  Sportsystem  designed,  developed and
distributed snowboards and related products. DNR USA manufactured snowboards for
distribution  under the Santa Cruz(TM) and Marker(TM)  brand names. DNR N.A. and





                                       27
<PAGE>

DNR Japan, through their own sales force, marketed snowboards, Interface Step-in
Systems(TM),  snowboard  bindings and boots  directly to retailers in the United
States and Japan,  respectively.  The Company has  substantially  completed  the
process of exiting the  snowboard  business.  On December 14, 1998,  the Company
sold its 80% interest in DNR Sportsystem Ltd. for nominal  consideration and the
elimination of all outstanding  intercompany balances. On December 31, 1998, the
Company  sold  the  building  and  land  that  housed  the  Company's  snowboard
manufacturing  operations  for $3.1 million.  On January 14, 1999, the Company's
leased snowboard  manufacturing equipment was disposed of through an auction and
the net proceeds of the auction were paid to Zions Credit, the equipment lessor.
The Company is currently in the process of collecting its remaining  outstanding
snowboard receivables of $171,000, net of allowance for doubtful accounts, as of
March 31,  1999,  which will  complete  the  Company's  exit from the  snowboard
business.

         The Company  owns its 57,000  square  foot  combined  headquarters  and
western United States  distribution  facility  located in Salt Lake City,  Utah,
which was constructed in 1995.  Marker USA leases an 8,600 square foot warehouse
in Manchester,  New Hampshire for use as its eastern United States  distribution
hub.

         Marker  was  incorporated  in 1981 under the laws of the State of Utah.
Marker's  principal  executive offices are located at 1070 West 2300 South, Salt
Lake City, Utah 84119 and its telephone number is (801) 972-2100.


B.       Equity and Debt Structure

         1.       Equity Structure

         The  Company  has the  authority  to issue up to  25,000,000  shares of
common stock, $0.01 par value, and 5,000,000 shares of Series B Preferred Stock,
$0.01 par value. Based on information available from the Company's registrar and
transfer  agent,  the  Company  estimates  that  at June  30,  1999  there  were
approximately  1,800 holders of record of the Company's common stock. As of June
30,  1999,  there  were  11,140,577  shares of  common  stock  outstanding.  The
Company's common stock is quoted on the over-the-counter bulletin board.

         Tauber owns 1,000,000 shares of the Company's Series B Preferred Stock,
which  constitute all of the issued and  outstanding  shares.  Each share of the
Series B Preferred  Stock is  convertible,  at the option of the holder,  at any
time,  into shares of common stock of the Company at a rate of one and one-third
shares  of common  stock for each  share of  Series B  Preferred  Stock.  At the
election  of a majority  of the  holders of the Series B  Preferred  Stock,  the
Company is required to redeem each year,  beginning  September  1, 2003,  and on
each September 1 thereafter,  25% of the total number of outstanding shares at a
price per share equal to $3.00 (subject to adjustments)  plus accrued and unpaid
cumulative dividends.  Pursuant to the Plan and the Tauber Agreement,  Tauber or
the then  current  holder  of the  Preferred  Stock  Interests  will be given an
Allowed Claim under the Plan in the principal amount of $1,500,000 on account of
the Preferred Stock Interests.  For a more detailed description of the treatment
of Preferred  Stock Interests  under the Plan see Section  II.A.2(vii),  "Tauber
Settlement".


                                       28
<PAGE>


         2.       Debt Structure

                  Following is a list of the Debtors' major categories of debt:

                  (i) Secured line of credit with First  Security  Bank pursuant
         to the First Security Bank Credit Agreement,  as modified and extended,
         with  maximum  borrowings  of  approximately  12,500,000,  subject to a
         borrowing base limitation. Interest at the prime rate plus 0.5% (with a
         maximum default interest rate of prime plus 3%) secured by, among other
         things, accounts receivable and inventory;

                  (ii)     First Mortgage on Marker's corporate headquarters;

                  (iii) Note  payable in German  Marks (DM 6.4  million) to Hypo
         Vereinsbank  (New York Branch)  pursuant to Third  Restated and Amended
         Promissory Note dated April 15, 1998, with interest at 4.64%;

                  (iv)     Series A Bonds; and

                  (v)      Foreign Exchange Contracts.

     Each of the foregoing  liabilities  is described in detail above in Section
II.A.2, "Settlements Under the Plan."

                                       V.

             EVENTS LEADING TO COMMENCEMENT OF THE CHAPTER 11 CASES

A.       Snowboard Operations

         Having  established  itself  as a  leader  in the  alpine  ski  binding
business,  the Company sought to diversify its business by  capitalizing  on its
existing design and production capabilities and distribution and sales networks.
In pursuit  thereof,  the Company  entered the snowboard  market in June 1995 by
acquiring,  through its wholly-owned Subsidiary Marker AG, a 25% equity interest
in  Switzerland-based  DNR  Sportsystem,  a  leading  developer,   marketer  and
distributor of snowboards, snowboard boots, snowboard bindings and other related
products.  In June 1996,  the Company  used the  proceeds of a secondary  public
offering  of common  stock and the  proceeds  from  additional  borrowings  from
short-term credit facilities to increase the Company's ownership interest in DNR
Sportsystem to 80%.

         In 1997, the Company formed DNR USA to design,  develop and manufacture
snowboards  at a production  facility in Salt Lake City,  Utah. In January 1997,
the Company  completed the $2.3 million  construction  of its 56,608 square foot
snowboard  manufacturing  facility.  The  facility,  adjacent  to the  Company's
headquarters  in Salt  Lake  City,  was built on  approximately  5 acres of land
purchased by the Company for  approximately  $0.7 million.  The Company financed
approximately $2.3 million of the costs associated with the manufacturing


                                       29
<PAGE>


facility with long term debt payable over 15 years.  The Company also formed two
distribution  Subsidiaries,  DNR N.A.  and DNR  Japan.  Through  their own sales
forces, DNR N.A. and DNR Japan marketed snowboards and related products directly
to retailers in the United States and Japan, respectively.

     Marker's entry into the snowboard business required a substantial financial
commitment.  The snowboard  business had become  oversaturated with entrants and
Marker found itself competing against many other snowboard companies,  large and
small, with many of the smaller  competitors  having a much lower cost structure
than Marker.  During  1997-1998,  the  snowboard  industry  began to  experience
significant consolidation and an oversupply of snowboards and related equipment.
All of this led to increased pricing pressures on Marker.

         Marker originally  designed its snowboard  facility to produce and sell
approximately  200,000  snowboards per year.  However,  as a result of extensive
competition  and  a  much  lower  demand  for  the  Company's   snowboards  than
anticipated,  during fiscal 1998, the first full year of operation production at
its  snowboard  manufacturing  facility  in Salt Lake  City,  the  Company  only
received  orders  to  purchase  roughly  25% of the  200,000  snowboards  it had
anticipated  selling.  Lower demand for  snowboards  in fiscal 1998  resulted in
under-utilization  of the Company's costly  manufacturing  facility which caused
the  manufacturing  facility to operate at a negative  gross  margin.  The lower
demand for  snowboard  products  also  resulted in lower sales prices which also
lowered the overall gross margin.  Finally,  during this time period, the entire
snowboard   industry   experienced  a  significant   oversupply   problem  which
contributed to the lower sales of the Company's snowboard products.

         The effects of the highly competitive,  oversaturated  snowboard market
and Marker's costly investment in the snowboard  business,  negatively  impacted
the  Company's  cash  flows  and  working  capital  which in turn  affected  the
operations of Marker's business as a whole (including the ski binding business).

         In fiscal 1998 the Company's overall net sales decreased 25.4% to $94.3
million,  compared to $126.4  million in fiscal 1997.  The decrease in net sales
related primarily to the Company's snowboard  business.  Gross profit for fiscal
1998  decreased to $30.4  million,  and  decreased  as a percentage  of sales to
32.2%,  compared  to $45.9  million,  or 36.3% of sales,  for fiscal  1997.  The
reduction in gross profit percentage was also primarily related to the Company's
snowboard operations.

         The Company's losses  resulting from its snowboard  operations began to
affect  the  Company's  compliance  with its  existing  credit  facilities.  For
example,  at March 31,  1998,  the  Company  had  insufficient  cash to fund its
obligations  and was not in compliance with certain  financial  covenants in the
First Security Secured Loan Documents. As a result of such non-compliance, First
Security Bank had the right to declare all  obligations of the Company under the
line of credit to be immediately  due and payable,  which would have triggered a
cross-default  and acceleration  rights in respect of  substantially  all of the
Company's  indebtedness.  If any such  indebtedness  had been  accelerated,  the
Company would not have had the ability to repay such indebtedness and would have
been  forced to seek  protection  from its  creditors  under  chapter  11 of the
Bankruptcy Code.

                                       30
<PAGE>

         As a  result  of  the  foregoing,  in  April  1998  the  Company  began
evaluating its snowboard operations worldwide.  In May 1998, the Company's board
of directors  retained an  independent  firm to assist the Company in developing
and implementing a restructuring  plan, while negotiating a refinancing with the
Company's lenders. On September 10, 1998, the board of directors  authorized the
disposition of the entire snowboard  operations of the Company.  The Company has
substantially  completed  the  process of exiting  the  snowboard  business.  On
December 14, 1998, Marker AG sold its 80% ownership  interest in DNR Sportsystem
to the  Richard  H.  Novak  Trust  for  US  $1.00  and  the  elimination  of all
outstanding  intercompany  balances.  On December 31, 1998, the Company sold the
building and land that housed the Company's snowboard  manufacturing  operations
for $3.1  million.  On January  14,  1999,  the  Company  disposed of its leased
snowboard manufacturing equipment through an auction and the net proceeds of the
auction were paid to Zions Credit Corporation, the equipment lessor. The Company
is currently in the process of winding down its remaining snowboard distribution
operations.

B.       Sims Litigation

         Also in fiscal 1997, the Company was enjoined from the  distribution of
Sims branded products (see below) which accounted for more than $29.0 million in
sales in fiscal 1997 thereby  further  negatively  impacting  Marker's  business
operations.

         On September 26, 1996,  Thomas P. Sims ("Sims")  filed an action in the
Superior  Court of  California  for the County of Santa  Barbara (the  "Superior
Court")  against  Marker and DNR  Sportsystem  relating to a license  agreement,
dated September 8, 1991, between Sims and DNR Sportsystem for the production and
distribution  of  snowboards  and related  products  bearing the Sims  trademark
outside of the United States and Canada. Sims alleged,  among other things, that
Marker and DNR Sportsystem were promoting  products that unfairly  competed with
Sims'  products  and that DNR  Sportsystem  breached the license  agreement.  On
September 27, 1996,  Sims notified DNR Sportsystem of his intention to terminate
the license agreement,  which was scheduled to expire on July 1, 2001.  Pursuant
to the terms of the license agreement,  Sims initiated  arbitration  proceedings
against DNR  Sportsystem by filing a demand for  arbitration.  Sims claimed that
termination of the license  agreement was justified because of DNR Sportsystem's
alleged  breach  of  the  license  agreement.  Sims  also  claimed  that  Marker
misappropriated  Sims' design for a snowboard  binding and sought  damages based
upon various legal and factual theories,  including claims that DNR Sportsytem's
conduct damaged the value of his trademarks and that DNR Sportsystem distributed
goods not  authorized  by the license  agreement.  Marker denied Sims' claim and
filed a  counterclaim  in which Marker sought  damages from Sims for  wrongfully
terminating  the license  agreement,  for selling his interest in his trademarks
and the  license  agreement  to a third party in  violation  of a right of first
refusal contained in the license agreement, and for other relief and damages.

         On November 27, 1996,  the Superior  Court  granted Sims' request for a
preliminary  injunction  against the Company and DNR  Sportsystem.  The Superior
Court's ruling prevented DNR Sportsystem from manufacturing, shipping, selling


                                       31
<PAGE>


or distributing  snowboard  products with the Sims trademark pending the outcome
of the arbitration. The preliminary injunction did not restrict the right of DNR
Sportsystem to produce and market  snowboards  and related  products under brand
names other than Sims such as the DNR brand name and others.

         Following  protracted and costly litigation which spanned over a period
of approximately two years, on March 18, 1998, Marker and Sims finally agreed to
end their then on-going  arbitration  proceedings  and to release all claims and
counterclaims against each other with no monetary exchange. While the settlement
ended all disputes between Sims, Sims Sports, Inc. and Marker without payment to
either side, the litigation was very costly.

C.       Liquidity   Crisis  and  Inability  to  Comply  With  Existing   Credit
         Facilities

         As  described   above,  as  a  result  of  losses  from  its  snowboard
operations,  at March 31, 1998, the Company had insufficient  cash funds to fund
its obligations and was not in compliance with financial  covenants contained in
the First Security Loan Documents.

         On November  12,  1998,  the  Company  entered  into a restated  credit
agreement  with First  Security  Bank which,  among other  things,  extended the
maturity of the credit  facility  until March 31, 1999,  increased  the interest
rate  thereon  to the  bank's  prime  rate plus 0.5% and  waived  the  Company's
non-compliance  with certain  financial  covenants.  Under the  restated  credit
agreement, the Company agreed to pledge additional collateral, including certain
real property owned by the Company, to secure its obligations.

         In  order  to  assist  the   Company  in  repaying  a  portion  of  its
indebtedness,  Tauber  purchased  1,000,000  shares  of the  Company's  Series B
Preferred  Stock for an aggregate  purchase  price of $3,000,000 in August 1998.
The  proceeds  of the sale were used by the Company to repay a  short-term  loan
with Hypo  Vereinsbank.  At December 31, 1998, the Company had a working capital
deficit of $11.6 million,  compared to a working capital deficit of $4.0 million
at September  30, 1998 and a working  capital of $6.7 million at March 31, 1998.
This  decrease  in working  capital  was due to higher  borrowing  levels due to
losses in the  snowboard  business.  Notwithstanding  Tauber's  investment,  the
Company  quickly  reached a point where  existing  debt  service  and  operating
obligations could not be paid out of operational cash flow.

         As discussed in Section IV.A above, in June 1999, CT agreed to purchase
66.66% of the  outstanding  shares of Marker Canada for a purchase price of $1.5
million,  in order to assist the Company and provide needed  working  capital to
Marker Canada. In addition, Hypo Vereinsbank and Deutsche Bank AG have agreed to
fund Marker  Deutschland  (subject to Marker  meeting the timetable set forth in
the Newco Agreement) with an additional DM 6,000,000 line of credit, of which DM
3,000,000  CT has agreed to  provide  credit  support  for and DM  3,000,000  is
unsecured. Marker Deutschland will in turn lend up to DM 6,000,000 to Marker USA
in order to fund the  Company's  U.S.  operations,  secured by a second  lien on
Marker USA's accounts receivable and inventory.

                                       32
<PAGE>

D.       Decrease of Inventory Levels

         In order to  decrease  inventory  levels,  the Company  ceased  binding
production  at its  manufacturing  facility in Germany  from  November  16, 1998
through April 5, 1999. The manufacturing  facility received financial assistance
from the German  government which partially offset the expenses  incurred during
that  period.  In  connection  with a German  governmental  program,  the German
government  compensated  employees  who were  affected  by the  shutdown  of the
assembly  line.  The  Company  paid  employee  taxes and all other  fixed  costs
associated with the factory during this time period.

E.       NASDAQ Delisting

         In August 1998, the Nasdaq Stock Market,  Inc.  notified the Company of
its  failure  to meet  certain  minimum  financial  qualifications  required  to
maintain  its  listing  on  the  Nasdaq  National  Market  ("Nasdaq").  Nasdaq's
continued listing standards require,  among other things, net tangible assets of
$4.0 million and a minimum bid price of one dollar. As a result of the Company's
inability to meet Nasdaq's  requirements,  shares of the Company's  common stock
ceased to trade on Nasdaq at the close of  business  on October  28,  1998.  The
Company's common stock currently trades on the OTC Bulletin Board.

F.       Other Litigation

         (i)      Piero Litigation

                  On March  22,  1999,  Piero G.  Ruffinengo  ("Piero")  filed a
breach of  contract  action  against  Marker  and  certain of its  officers  and
directors  in the Third  Judicial  District  Court in Salt Lake City,  Utah (the
"Piero Lawsuit"). In the Piero Lawsuit, Piero, who provided legal and consulting
services to the Company from 1982 to 1998, alleged,  among other things,  breach
of contract and failure to pay wages,  and sought  damages as well as injunctive
relief and a declaratory  judgment that Marker does not have authority to demand
that Piero transfer his rights to certain intellectual property to Marker or any
other  person or entity.  Pursuant  to the Piero  Lawsuit,  Piero  sought  money
damages in the  approximate  amount of $836,566 plus  interest.  In June,  1999,
Marker began settlement  negotiations  with Piero  culminating in the Settlement
Agreement  and Mutual  Release of All  Claims  dated as of August 17,  1999 (the
"Piero Settlement").

                  Pursuant to the Piero  Settlement,  on the Effective Date, all
of Piero's Claims  against Marker and its officers and directors,  including any
and all claims asserted in the Piero Lawsuit,  will be resolved and compromised.
Pursuant to the Piero  Settlement,  Piero will have received $100,000 within ten
(10)  Business  Days  after  execution  of the Piero  Settlement  (the  "Initial
Payment").  In  addition,  pursuant  to the Piero  Settlement,  Piero  will also
receive, in full and complete  satisfaction of the Piero Claims,  $350,000 to be
paid  within  five (5)  Business  Days  after  the  Closing  Date  (the  "Second
Payment").  Under the  Piero  Settlement,  interest  will  accrue on the  Second
Payment  from the date the  Initial  Payment  is made  until the date the Second
Payment is made at a rate per annum equal to the prime rate charged from time to
time by First Security Bank plus 1%, and shall be paid with the Second  Payment.
Pursuant to the Piero Settlement,  Piero will assign to Marker all right,  title
and interest to all patent applications filed before the date Piero no longer


                                       33
<PAGE>


consulted  for Marker and any patents  granted  thereon,  and all  reissues  and
extensions  thereof in which  Piero is named as  inventor.  These  patents  have
significant  value to  Marker.  Pursuant  to the  Piero  Settlement,  Piero  has
accepted the treatment provided to Piero's Claims under the Plan.

G.       Sale Discussions

         As described in more detail in Section 1 above,  in September 1998, the
Company retained Conway as financial advisor to assist the Company in developing
a business and marketing  plan and  exploring  various  strategic  alternatives,
including  a sale of the  business as a going  concern.  The  Company,  with the
assistance of its financial advisor, then commenced a marketing and solicitation
program  to  solicit  interested  investors.  That  process  culminated  in  the
execution,  on March 7, 1999, of a letter of intent with CT regarding a sale and
restructuring of the Company. After extensive  negotiations,  the parties agreed
on the terms of a definitive Asset Purchase Agreement,  and on or about July 30,
1999, the Company and Newco executed the Newco  Agreement.  The Newco  Agreement
contemplates,  among other things, the  contemporaneous  filing of (i) voluntary
bankruptcy petitions under Chapter 11 of the Bankruptcy Code for the Debtors and
filing  of  (ii) a  Joint  Plan  of  Reorganization  for  the  Debtors,  and the
implementation  of the sale of substantially  all of Marker's assets pursuant to
such Plan in accordance with terms of the Newco Agreement.


                                       VI.

                               THE NEWCO AGREEMENT

         On July 30, 1999,  the Company and Newco  executed the Newco  Agreement
providing  for the  sale  by the  Company  of  substantially  all of its  assets
(including the Equity  Securities of the  Subsidiaries)  to Newco.  In exchange,
Newco will assume  certain  liabilities  of the  Company  and the  Company  will
receive a 15% equity  interest in Newco.  The remaining  85% equity  interest in
Newco will be held by CT (subject to the terms of the  Operating  Agreement).  A
copy of the Newco  Agreement  (without  exhibits or schedules) is annexed to the
Plan as Exhibit 1.

         The following description is for summary purposes only and is qualified
in its entirety by the actual terms of the Newco Agreement. Nothing contained in
this  Disclosure  Statement or in the Plan shall be construed as or be deemed to
be an amendment,  supplement,  or other modification of the Newco Agreement.  In
the event of any inconsistency between this Disclosure  Statement,  the Plan and
the Newco Agreement, the Newco Agreement shall govern.

A.       Terms of Sale

         Pursuant to the Newco Agreement, CT will contribute $13,974,499 in cash
(i.e., $15,000,000 minus the $1,025,501 previously contributed by CT as a result
of the  consummation of the sale of the 66.66% equity interest in Marker Canada)
to Newco in  consideration  for an 85% equity  interest in Newco.  In connection
with the Newco  Agreement,  the  Company  and CT will enter  into the  Operating
Agreement which, among other things,  provides that CT will be granted an option
(the "Option") to purchase all, but not less than all, of the Company's 15%


                                       34
<PAGE>


equity  interest in Newco at any time on or after the second  anniversary of the
consummation  date of the plan of  reorganization at the then fair market value,
subject to certain  adjustments as described  below in the  subsection  entitled
"Indemnification  and Offset". The proceeds of the exercise of the Option (after
taking  into  account  any   adjustments)   will  then  be  distributed  to  the
shareholders of the Company in liquidation.  After the Closing Date, Marker will
operate for the  primary  purpose of  liquidating  its assets and is required to
dissolve and liquidate  all of its assets no earlier than the third  anniversary
of the Closing Date and no later than the fifth anniversary of the Closing Date.

B.       Purchase and Sale of Assets

         Pursuant  to the  Newco  Agreement,  Marker  will  transfer  all of the
property  of the  Estate,  including,  but not  limited to, all assets of Marker
utilized in its business  operations  (other than the  Excluded  Assets) and all
Equity  Securities  of the  Subsidiaries,  including,  without  limitation,  the
following:

         1.       all leasehold interests in Real Property held by Marker;

         2.  all  machinery,   apparatus,  furniture  and  fixtures,  materials,
supplies,  motor  vehicles and other  equipment of every type owned or leased by
Marker (except for the Excluded Assets);

         3.       all of Marker's Accounts Receivable;

         4.       all of Marker's Inventory;

         5. all of the Assumed Contracts and all insurance  policies relating to
the Business (other than any insurance policy that covers directors and officers
of  Marker) or  pursuant  to which the  Business  is a  beneficiary  (including,
without  limitation,  the insurance  policies  relating to the Employment Plans,
except  to the  extent  such  policies  are  assumed  by  Marker  USA) and other
documents relating to the Business;

         6. Marker's prepaid expenses and deposits  (including,  but not limited
to deposits of Marker held by utilities or under Assumed Contracts);

         7.       information services systems and software;

         8. all cash and cash equivalents, except to the extent required to make
payments or distributions under the Plan;

         9. sales data,  customer  lists,  information  relating  to  customers,
suppliers' names, mailing lists, advertising matters and internet addresses, and
all rights thereto relating to the Business;

                                       35
<PAGE>

         10. all of Marker's Intangible Property,  and corporate and trade names
(including,  without  limitation,  the name "Marker") and all rights  associated
therewith and all Marks and all goodwill  associated  with the Business;  all of
Marker's books and records relating to the Business and employees;  transferable
Permits;  unemployment  compensation,  workers'  compensation and other credits,
reserves or deposits with applicable  Governmental Entities relating to Marker's
employees  who become  employees  of Newco;  all  orders,  backlog,  outstanding
proposals, manufacturing standards and procedures and customer lists;

         11.      all causes of action  relating to the Purchased  Assets or the
Business or Marker's operations or any of the foregoing; and

         12. all Equity Securities legally or beneficially owned by Marker.

C.       Assumption of Certain Liabilities

         Newco will assume and agree to pay, perform, discharge and satisfy when
due the Assumed Liabilities, including:

         1.       all amounts  payable  after the Closing Date under the Assumed
Contracts for goods and/or services rendered to Newco after the Closing Date;

         2. such  Allowed  Claims  against  Marker as set forth in the Plan that
constitute Assumed Liabilities;

         3.       all  liabilities  and  obligations  of  Marker  identified  on
Schedule 2.2(b)(iii) to the Newco Agreement; and

         4. the  liabilities or obligations of Marker  constituting  expenses of
administration under Section 503(b)(1) of the Bankruptcy Code and (to the extent
not consisting of ordinary  course trade  payables)  specifically  identified on
Schedule 2.2(b)(iv) to the Newco Agreement.

D.       Excluded Assets

         Those assets not being sold pursuant to the Newco Agreement include the
following:  (i) Marker's 15% equity  interest in Newco,  (ii) books and records,
(iii) any shares of capital  stock of Marker held as treasury  shares,  and (iv)
the  Excluded  Assets  set  forth on  Schedule  2.1(b)  to the  Newco  Agreement
(including certain equipment, insurance policies and software).

E.       Certain Advances to Marker

         Pursuant to Section 7.8 of the Newco Agreement and so long as Marker is
not default of any of its obligations under the Newco Agreement or the Operating
Agreement,  Newco will advance to Marker from time to time an  aggregate  amount
not to exceed  $300,000 for each twelve month period  following the Closing Date
(the  "Advances");  provided  that  the  Advances  will be used  solely  for (i)
maintaining  director and officer  liability  insurance  for  Marker's  board of
directors and officers,  (ii) preparing,  filing and distributing  (including to
Marker's  shareholders)  such documents and other information as may be required
by United States federal and state  securities laws applicable to Marker,  (iii)
compliance with its statutory and other legally required or contractual


                                       36
<PAGE>


obligations  arising under the Newco Agreement  and/or the Operating  Agreement,
and ordinary  administrative and operating expenses associated with clauses (i),
(ii) and (iii)  (including,  salaries and the payment of reasonable  costs, fees
and expenses of attorneys  and other  professionals,  provided that the scope of
their engagement is reasonably  satisfactory to Newco and a copy of each invoice
submitted by such  attorneys and other  professionals  is promptly  delivered to
Newco).  Newco will have no obligations to make any Advances to Marker after the
earlier of (a) the second  anniversary of the Closing Date, (b) Marker's  breach
of its obligations  under Section 7.8(a) of the Newco Agreement and (c) Marker's
ceasing to be the holder of record of the Newco Equity Securities. All Advances,
together with accrued  interest  thereon at a rate of 5% per annum from the date
of funding of such Advances,  made to Marker will be set off from any Redemption
Payment due to Marker.

         In addition,  pursuant to the Operating Agreement, so long as Marker is
not in default of its  obligations  under the Newco  Agreement or the  Operating
Agreement,  Newco  agrees to advance  to  Marker,  upon  timely  written  notice
received from Marker,  an amount equal to Marker's  income tax liability for any
taxable  year or  portion  thereof  following  the  Closing,  subject to certain
conditions set forth in the Operating  Agreement.  Any advances made by Newco to
Marker for payment of Marker's  income tax  liabilities  (together with interest
due thereon pursuant to the Operating Agreement),  will also be withheld and set
off from any amounts due Marker under the Operating Agreement.

F.       Certain Conditions to Closing

         Subject to the terms and conditions of the Newco Agreement, the closing
will occur no later than November 30, 1999,  unless the parties agree in writing
to extend such date.

         The Newco Agreement contains numerous  conditions to closing including,
among other things, the following conditions:

         1.       no Material Adverse Change shall have occurred;

         2. receipt of all necessary Approvals, Permits (including Approvals and
Permits  set  forth on  Schedule  4.8(b)  to the  Newco  Agreement),  schedules,
opinions,  financial  statements,  certificates,  Inventory reports and Accounts
Receivable aging lists;

         3. each Employment  Agreement (as defined in the Newco Agreement) being
in full force and effect;

         4. Marker having sold a certain number of units of Product to retailers
and distributors;

         5. the consolidated net worth of Marker and the Subsidiaries, exclusive
of  goodwill  and other  intangibles  and before  giving  effect to any  capital
contribution and/or other investment made by Newco, being at least ($6,000,000);

         6.       approval by Newco of title to the Purchased Assets and receipt
by Newco of each  existing  title  policy  with  respect to each  parcel of Real
Property;

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<PAGE>

         7.  the  Breakup  Fee  Order,  the  Assumption  Order,  the  Disclosure
Statement Order and the Confirmation Order being entered by the Bankruptcy Court
within the time periods set forth in the Newco Agreement;

         8. as of the date of entry of the  Confirmation  Order,  the  aggregate
amount  of  Assumed  Liabilities  (after  giving  effect  to  the  Restructuring
Documents  but before  giving  effect to any capital  contribution  and/or other
investment made by Newco) not exceeding  $16,000,000 and, after giving effect to
the Restructuring Documents but before giving effect to any capital contribution
and/or other  investment made by Newco,  the aggregate amount of the liabilities
of Marker and the  Subsidiaries on a consolidated  basis as set forth on the Pro
Forma Balance Sheet not exceeding $83,000,000;

         9.  receipt  of duly  executed  copies  of  each  of the  Restructuring
Documents  (as  defined  in the Newco  Agreement),  each being in full force and
effect;

         10.  Newco  and/or the  Subsidiaries  entering  into the New  Financing
Facility;

         11.  amending  Marker's  certificate  of  incorporation  and by-laws to
satisfy the provisions of the Plan and the Newco Agreement;

         12.  Newco's  receipt of the Claims  Schedule,  Schedule  2.1(a)(viii),
Schedule  2.2(b)(iii)  and  Schedule  2.2(b)(iv),  each  in form  and  substance
satisfactory to Newco  (including the aggregate  amount of liabilities set forth
on each such  Schedule  and such  liabilities  shall be payable at such times as
Newco deems  acceptable) no later that than ten (10) Business Days after the Bar
Date and in no event later than ten (10) Business Days prior to the Confirmation
Hearing;

         13.      receipt of a duly executed copy of the Operating Agreement;

         14.      there  not  having  occurred  a breach  or  default  under the
Canadian Stockholders Agreement; and

         15. at Newco's  request  and only if  Marker's  corporate  headquarters
building  and the  related  real  estate has not been sold prior to the  Closing
Date, Marker having, pursuant to the Plan, assigned, conveyed and transferred to
Marker USA all of Marker's right, title and interest in such Real Property on or
prior  to the  Closing  Date  for no  additional  consideration  along  with the
necessary instruments of transfer.

G.       Indemnification and Offset

         Subject  to the  offset  provisions  of the Newco  Agreement  described
below,  Marker  agreed to indemnify  Newco and its  member/partners  (other than
Newco), directors, officers, employees,  Affiliates,  subsidiaries,  agents, and
assigns  for all  Losses  arising  out of:  (i) any  inaccuracy  in or breach or
nonperformance of any of the representations, warranties, disclosures, covenants
or agreements made by Marker in the Newco Agreement and the schedules thereto;

                                       38
<PAGE>


(ii) any Excluded  Liability or any other  liability or obligation of Marker not
expressly  assumed by Newco pursuant to the Plan and Section 2.2(b) of the Newco
Agreement;  (iii) any  liability of Marker or any  Subsidiary  not  disclosed to
Newco in writing  prior to the Closing (or if disclosed,  the  inaccuracy of the
amount of such  liability or  obligation  to the extent it exceeds the amount so
disclosed);  and (iv) any and all  Actions,  claims,  demands,  assessments  and
judgments   incidental   to  the   foregoing   or  the   enforcement   of   such
indemnification.

         Marker's indemnity obligation is subject to certain minimum and maximum
amounts.  Except  as  expressly  set  forth  in the  Newco  Agreement,  Marker's
indemnification  obligations  are due and payable only as an offset  against the
purchase  price of the Option due to Marker at the time CT exercises  its Option
under the Operating  Agreement to purchase Marker's Equity Interest in Newco. In
addition to the foregoing right to offset,  Newco or CT may withhold and set off
from any Redemption Payment due to Marker (including  payments made to Marker in
connection  with the exercise of the Option or as a result of an Investment  Act
Breach)  an  amount  equal  to the  sum of (x)  all  unreimbursed  Advances  and
Litigation Costs incurred by Newco under Section 10.4(b)(i) or (ii) of the Newco
Agreement,  together  with accrued  interest  thereon at a rate of 5% per annum,
plus (y) $775,000.  In addition,  as set forth above, all advances made by Newco
to Marker for payment of Marker's income tax liabilities (together with interest
due thereon) will be set off from any amounts due Marker in connection  with the
exercise of the Option or as a result of an  Investment  Act Breach  (defined in
Section XII.A hereof) under the Operating Agreement.

         Newco  agreed to  indemnify  Marker for losses  arising  out of (i) any
inaccuracy in or breach of any of the representations,  warranties, covenants or
agreements made by Newco in the Newco Agreement and (ii) to the extent Marker is
not  obligated to indemnify  and hold Newco  harmless for any Assumed  Liability
pursuant  to Section  10.1 of the Newco  Agreement,  any  third-party  claims in
respect  of  any   Assumed   Liability   specifically   set  forth  in  Sections
2.2(b)(i)-(iv)  of the Newco  Agreement  and the  schedules  referenced  in such
Sections.


                                      VII.

                              THE CHAPTER 11 CASES

A.       Disclosure Statement/Plan Confirmation Hearings

         On the Filing  Date,  the Debtors  filed a motion and obtained an order
from the Court  scheduling a hearing to consider the adequacy of this Disclosure
Statement,  establishing  deadlines and procedures for filing  objections to the
Disclosure  Statement and approving the form and manner of notice of the hearing
on the  Disclosure  Statement.  On  September  [22],  1999,  after  notice and a
hearing,  the Court entered the Disclosure  Statement  Order. As provided by the
Disclosure Statement Order, the hearing on confirmation of the Plan is scheduled
for October 27, 1999 at 2:30 p.m..

                                       39
<PAGE>

B.       Significant First Day Motions During Chapter 11 Cases

         1.       Retention of Professionals

                  On the Filing  Date,  the Debtors  filed  motions and obtained
entry of orders  from the Court  authorizing  the  Debtors  to retain  Stroock &
Stroock & Lavan LLP,  and Young  Conaway  Stargatt  & Taylor  LLP as  bankruptcy
co-counsel.

         2.       Employee Related Motions

                  In  order  to  provide  comfort  and  assurance  to  employees
following the  bankruptcy  filing,  the Debtor sought and obtained  entry of the
following first day orders:

                  a.       Employee Wages and Benefits

                  On the Filing Date,  the Debtors  sought and obtained entry of
an order authorizing the Debtors to pay certain  prepetition  claims for accrued
and unpaid  amounts owing in respect of (1) employee  wages,  salaries and other
compensation,  (2) withholdings from employee  paychecks and related  deductions
and payments, including state withholding taxes and other payroll taxes, and (3)
reimbursable employee expenses.

         3.       Other First Day Orders

                  a.       Bank Accounts

                  On the Filing  Date,  the Debtors  filed a motion and obtained
entry of an order (i) authorizing (a) maintenance of pre-petition  bank accounts
and (b) continued use of existing business forms.


                                       40
<PAGE>

C.       Last Date to File Proofs of Claim

         On the Filing Date,  the Debtors filed a motion (the "Bar Date Motion")
for an  order  (the  "Bar  Date  Order"),  pursuant  to Rule  3003(c)(3)  of the
Bankruptcy  Rules,  (i)  fixing the bar date for  filing  proofs of claim,  (ii)
approving the form of the bar date notice,  and (iii)  approving the mailing and
publication procedures.  The Bar Date Motion requested that any person or entity
(other than,  among others,  employees and  shareholders)  which fails to timely
file a proof of claim be forever barred, stopped and enjoined from voting on, or
receiving a distribution  under,  the Plan and will be forever barred,  estopped
and enjoined from  asserting a Claim against the Debtors,  their estates and any
of their  successors or assigns.  On August 19, 1999,  the Court entered the Bar
Date Order  establishing  September 27, 1999 as the Bar Date. The Bar Date Order
requires any person or entity  holding or asserting a Claim  against the Debtors
to file a written  proof of claim  with the Clerk of the  Court,  United  States
Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, DE
19801, on or before 4:00 p.m. (EST) on September 27, 1999 (the "Bar Date") or be
forever barred from  asserting such Claim against the Debtors,  their Estates or
any of their successors or assigns.

D.       Breakup Fee Motion

         As required by the terms of the Newco  Agreement,  on the Filing  Date,
the Debtors filed a motion (the  "Break-Up  Fee Motion") for an order  approving
the payment of a break-up fee in the  aggregate  principal  amount of $1,000,000
(the "Break-Up Fee") and reimbursement of expense provisions upon the occurrence
of certain  events as outlined  in the Newco  Agreement.  Specifically,  Section
11.14 of the  Newco  Agreement  provides  for  Marker  to pay to  Newco  and its
Affiliates the Break-Up Fee and other amounts (the "Reimbursement  Expenses") in
the event that (i) any plan or  reorganization  other than the Plan is confirmed
or (ii) any  acquisition,  merger,  tender or  exchange  offer or other  form of
business  combination or any disposition of all or any  substantial  part of the
assets or the Equity Securities (as defined in the Newco Agreement) of Marker or
any Subsidiary is consummated  upon terms more favorable to the  shareholders of
Marker other than as contemplated  by the Newco  Agreement;  provided,  however,
that the Break-Up Fee is not payable if Marker's  failure to consummate the Sale
is due to circumstances  beyond Marker's reasonable control so long as Marker is
not in material breach of any representation,  warranty or covenant contained in
the Newco  Agreement and Marker has not  consummated  or agreed to consummate an
Alternative  Sale (as defined in the Newco  Agreement) or (ii) a material breach
of the Newco  Agreement  by Newco;  provided  that the failure of a condition to
Newco's  obligation  to consummate  the Sale shall not, by itself,  constitute a
material breach by Newco.

         Section  11.14(b)  of the Newco  Agreement  provides  that  Marker must
reimburse  Newco for the  Reimbursement  Expenses  (defined as all out-of pocket
expenses and fees  (including but not limited to reasonable  fees,  expenses and
disbursements   of   counsel,   accountants,   investment   bankers   and  other
representatives  of Newco and its Affiliates)  incurred by them or in connection
with the transactions  contemplated by the Newco Agreement, the Chapter 11 Cases
and  the  negotiation,  preparation,  execution  or  performance  of  the  Newco
Agreement and any related investigations or due diligence analysis of Marker and
its  Subsidiaries),  in the event  that the Newco  Agreement  is  terminated  or
abandoned for any reason (except in the event that (a) Marker terminates the



                                       41
<PAGE>

Newco  Agreement in accordance with its terms or due to a material breach of the
Newco  Agreement  by Newco;  provided  that,  failure of a condition  to Newco's
obligation to consummate the  transactions  contemplated  by the Newco Agreement
will  not by  itself  constitute  a  material  breach  by  Newco,  or (b)  Newco
terminates the Newco  Agreement  other than as a result of a material  breach of
Marker of any representation, warranty or covenant under the Newco Agreement).

         Except as otherwise  provided in Section  11.14(a) and (b) of the Newco
Agreement, pursuant to Section 11.14(c) of the Newco Agreement, Marker and Newco
agree to pay  their  own  expenses  incident  to the  negotiation,  preparation,
execution  and  performance  of  the  Newco   Agreement  and  the   transactions
contemplated  thereby,  including  but not  limited  to the fees,  expenses  and
disbursements of their respective investment bankers,  accountants,  counsel and
other representatives. If the Newco Agreement is terminated for any reason other
than as a result of Newco's  material  breach,  then Marker and its Subsidiaries
will jointly and severally reimburse and indemnify Newco, CT or their respective
Affiliates and  subsidiaries  all amounts paid at any time by them to the German
Banks in  reduction of Marker's  and/or its  Subsidiaries'  obligations  to such
German Banks to the extent such amounts have not been recovered prior thereto as
credits against the purchase price of Marker products sold to Newco, CT or their
Affiliates.

         By the Break-Up Fee Motion, Marker requested entry of an order granting
Newco a superpriority administrative claim under Sections 364(c)(1), 503 and 507
of the  Bankruptcy  Code with respect to the Break-Up Fee and the  Reimbursement
Expenses,  and  approving  the  payment of the  Break-Up  Fee and  Reimbursement
Expenses to Newco and its Affiliates upon the occurrence of the events described
above and in Section  11.14 of the Newco  Agreement.  In  addition,  the Debtors
sought approval of the exclusivity  provision in the Newco Agreement pursuant to
which Newco has the exclusive right to purchase  substantially all of the assets
of Marker and consummate the  transactions  contemplated by the Newco Agreement.
The Break-Up Fee and Reimbursement Expenses are intended to compensate Newco and
its  Affiliates  for the  expenditures  and  risks  associated  with  the  Newco
Agreement and the negotiations thereof. The Debtors believe that consistent with
the  Third  Circuit  Court of  Appeals  opinion  in  Calpine  Corp.  v.  O'Brien
Environmental  Energy,  Inc., 1999 WL504723 (3d Cir. 1999), the Break-Up Fee and
Reimbursement  Expenses are  "necessary to preserve the value of the estate" and
served to induce a bid that otherwise would not have been made.

         By order dated September 14, 1999, the Court entered an order approving
the Break-Up Fee Motion and  authorizing the Debtors to pay the Break-Up Fee and
the Reimbursement Expenses as administrative expense claims pursuant to Sections
503 and 507 of the  Bankruptcy  Code in  accordance  with the terms of the Newco
Agreement, as amended.

E.       Assumption Motion

         As required by the Newco Agreement,  the Debtors filed a motion seeking
to assume,  pursuant to Section 365(a) of the Bankruptcy  Code, the Distribution
Agreement  dated as of June 1, 1999 by and between Marker and Marker Canada,  as
amended  by the  amendment  agreement  dated as of June 1,  1999,  by and among,
Marker,  Marker Canada,  Tecnica and Volkl (the "Distribution  Agreement").  The
Distribution  Agreement  provides  Marker  Canada  with the  exclusive  right to
distribute and sell, in Canada, ski bindings and related parts and accessories


                                       42
<PAGE>


that are  manufactured,  packaged,  marketed or  distributed  by or on behalf of
Marker and bear the "Marker"  trademark or any other  trademark or logo owned by
Marker.  By  order  dated  September  14,  1999,  the  Court  entered  an  order
authorizing the Debtors to assume the Distribution Agreement.


                                      VIII.

                      SUMMARY OF THE PLAN OF REORGANIZATION

A.       Introduction

         The following is a summary of certain provisions of the Plan. It is not
a complete  statement  of the Plan and is qualified in its entirety by reference
to the Plan itself. The Plan is annexed to this Disclosure  Statement as Exhibit
A. To the extent that the terms of this Disclosure Statement vary from the terms
of the Plan,  the terms of the Plan shall be  controlling.  You should  read the
Plan in its entirety and discuss the  distributions  and rights to which you are
entitled  thereunder with your advisors.  The Debtors reserve the right to amend
or modify the Plan subject to Newco's consent, and upon such notice to creditors
as may be required by the Bankruptcy Code or the Bankruptcy Rules.

B.       Classification and Treatment of Claims and Interests under the Plan

         Set forth below is the  classification  of Claims and Equity  Interests
and the  treatment  of such  Claims and  Interests  under the Plan.  The Debtors
believe  that they have  classified  the  Claims  and  Interests  in the Plan in
accordance with Section 1123(a)(1) of the Bankruptcy Code.

         1.       Unclassified Claims

                  a.       Administrative Claims

                  Creditors  holding  Administrative  Claims are those  entities
holding  Claims against the Debtors  entitled to priority under Section  503(b),
507(a)(1) or 507(b) of the Bankruptcy  Code,  including all actual and necessary
costs of  preserving  the estates of the Debtors,  indebtedness  or  obligations
incurred by the  Debtors in  connection  with the  conduct of their  businesses,
Professional  Claims that are Allowed under the  Bankruptcy  Code and an interim
order or Final  Order of the Court,  any fees or charges  assessed  against  the
Debtors'  estates under Section 1930,  Chapter 123 Title 28 of the United States
Code,  and the Breakup Fee (if any),  and other amounts which may become payable
by Marker under the Newco Agreement.

                  Each holder of an Allowed  Administrative Claim against any of
the Debtors  (other than  holders of Allowed  Professional  Claims which will be
paid by the Debtors) shall receive from Newco in full  satisfaction  thereof (A)
one hundred percent (100%) of the amount of such Allowed  Administrative  Claim,
in Cash, on or soon as practicable  after the later of: (i) the Effective  Date;
(ii) the date such Administrative  Claim (or a portion thereof) is Allowed or on
which such Allowed Administrative Claim becomes due and payable; or (iii) in the


                                       43
<PAGE>


case of Professional Claims, upon entry of an order of the Court authorizing the
payment of such Claims  (provided,  however,  that  professional  fees  incurred
subsequent to the Confirmation  Date will be paid by Marker without the need for
approval of the Court);  or (B) such other  treatment as may be agreed to by the
holder of such Allowed Administrative Claim and the Debtors and/or Newco (as the
case may be), or as may be ordered by the Court.

                  Administrative  Claims  are not  Impaired  under the Plan and,
pursuant  to  Section  1126(f)  of  the  Bankruptcy  Code,  holders  of  Allowed
Administrative Claims are conclusively deemed to have accepted the Plan and will
not be entitled to vote on the Plan.

                  b.       Priority Claims

                  Creditors  holding  Priority  Claims are those holding  Claims
against the  Debtors  entitled  to  priority  pursuant to Section  507(a) of the
Bankruptcy Code other than Administrative Claims or Priority Tax Claims.

                  With  respect  to  each  Debtor,  each  holder  of an  Allowed
Priority Claim will receive from Newco in full satisfaction  thereof one hundred
percent (100%) of the amount of such Allowed Priority Claim, in Cash, on or soon
as  practicable  after the later of (i) the Effective  Date,  (ii) the date such
Priority  Claim (or a portion  thereof)  is  Allowed  or on which  such  Allowed
Priority  Claim  becomes due and payable or (iii) as otherwise  agreed to by the
holder of such Allowed Claim and Newco, or as may be ordered by the Court.

                  Priority Claims are not Impaired under the Plan and,  pursuant
to Section 1126(f) of the Bankruptcy  Code,  holders of Allowed  Priority Claims
are  conclusively  deemed to have  accepted the Plan and will not be entitled to
vote on the Plan.

                  c.       Priority Tax Claims

                  Creditors holding Priority Tax Claims are those holding Claims
against the Debtors  entitled to priority  pursuant to Section  507(a)(8) of the
Bankruptcy Code.

                  With  respect to each  Debtor,  on the  Effective  Date,  each
holder of an Allowed  Priority Tax Claim will receive from Newco a Tax Note that
complies with the  requirements of Section  1129(a)(9)(C) of the Bankruptcy Code
or such other, more favorable treatment, as Newco may elect.

         2.       Classified Claims

                  a.       Marker Class 1 - First Security Bank Claim

                  Marker Class 1 consists of the Secured Claim of First Security
Bank against Marker arising under or relating to the First Security Secured Loan
Documents.

                                       44
<PAGE>

                  On  the  Effective  Date,  the  holder  of the  Allowed  First
Security Bank Claim will receive from Newco,  in full and complete  satisfaction
thereof, Cash equal to the Allowed amount of such Claim.

                  On the Effective Date, conditioned upon its receipt of payment
in full as provided  above,  the holder of the Marker Class 1 Claim will release
and  satisfy,  and be deemed to have  released and  satisfied,  its Liens on the
Collateral,  including any Liens on collateral held by any non-debtor  affiliate
or Subsidiary of Marker.  The collateral  agent and/or the holder of the Class 1
Claim will execute and deliver such  documents in connection  with the foregoing
as may be reasonably required by the Debtors or Newco.

                  Marker Class 1 is Impaired under the Plan. First Security Bank
will be entitled to vote to accept or reject the Plan.

                  b.       Marker Class 2 - First Mortgage Claim

                  Marker Class 2 consists of the Secured  Claim of the holder of
the First  Mortgage  granted by Marker in Marker's  fee simple title to the real
property  (including  the land,  the  improvements  and the fixtures)  where its
corporate  headquarters is located pursuant to the Trust Deed with Assignment of
Rents dated as of September 8, 1993 and other documents and instruments executed
from time to time in connection therewith.

                  In  full  and  complete  satisfaction  of  the  Allowed  First
Mortgage Claim against Marker,  on the Effective  Date, the property  subject to
the First Mortgage will be transferred to Marker USA and the  obligations  under
the First  Mortgage will be jointly and  severally  paid and performed by Newco,
Marker USA and Marker Ltd. in accordance with the First Mortgage;  provided that
Marker's  right,  title and interest to the real  property  covered by the First
Mortgage will be transferred to Marker USA on the Effective Date of the Plan and
the holder of the First  Mortgage  Claim will have a first  mortgage from Marker
USA.

                  Marker Class 2 is Impaired  under the Plan.  The holder of the
First Mortgage Claim will be entitled to vote to accept or reject the Plan.

                  c.       Marker Class 3 - Hypo Vereinsbank (New York) Claim

                  Marker  Class  3  consists  of the  unsecured  Claim  of  Hypo
Vereinsbank (acting through its New York Branch) against Marker arising under or
relating to the Hypo Vereinsbank Term Loan Agreement.

                  On the  Effective  Date,  Hypo  Vereinsbank  (New  York)  will
forgive,  in  full,  the  outstanding  indebtedness  of  Marker  under  the Hypo
Vereinsbank  Term Loan Agreement in full and complete  satisfaction  of the Hypo
Vereinsbank  (New York) Claim,  and Hypo Vereinsbank will not be entitled to any
distributions  under the Plan on  account  of the Hypo  Vereinsbank  (New  York)
Claim.

                  Marker  Class 3 is  Impaired  under  the Plan.  Although  Hypo
Vereinsbank  will not receive any  distribution or retain any property under the


                                       45
<PAGE>


Plan and is deemed to have rejected the Plan pursuant to Section  1126(g) of the
Bankruptcy Code, Hypo Vereinsbank has agreed to accept the treatment accorded to
it in the Plan.

                  d.       Marker Class 4 - Series A Bonds Claim
                  Marker  Class 4 consists  of the  unsecured  Claims of Isomura
arising  under or relating to the Series A Bonds  issued by Marker to Isomura in
the aggregate principal amount of $11.5 million.

                  In full and complete satisfaction of the Series A Bonds Claim,
Isomura,  the holder of the Allowed  Series A Bonds Claim will  receive,  on the
Effective  Date,  the  Isomura  Note,  to be issued by Newco,  in the  aggregate
principal amount of $5,750,000.

                  Marker Class 4 is Impaired under the Plan. Isomura, the holder
of the  Allowed  Series A Bonds  Claim,  will be  entitled  to vote to accept or
reject the Plan.

                  e.       Marker Class 5 - German Bank Guarantee Claims

                  Marker Class 5 consists of the unsecured  guarantee  Claims of
Hypo Vereinsbank and Deutsche Bank (together, the "German Banks") against Marker
arising  under or relating to the  Guarantee  Agreements  entered into with Hypo
Vereinsbank  and  Deutsche  Bank dated as of August 1, 1990 and April 30,  1998,
respectively,  pursuant to which each of Marker and Marker USA guaranteed Marker
Deutschland's obligations to the German Banks under various working capital loan
agreements between Marker Deutschland and the German Banks.

                  The German Banks will receive no  distribution  under the Plan
on account of the German Banks Guarantee Claim. Pursuant to the Plan, the German
Banks will release  Marker's and Marker USA's guarantee of Marker  Deutschland's
obligations  to the German  Banks under the German Bank  Agreements  in full and
complete satisfaction of the German Banks Guarantee Claim.

                  Marker Class 5 is Impaired under the Plan. Although the German
Banks will not receive any  distribution  or retain any property  under the Plan
and are deemed to have  rejected  the Plan  pursuant  to Section  1126(g) of the
Bankruptcy  Code, the German Banks have agreed to accept the treatment  accorded
to them in the Plan.

                  f.       Marker  Class  6A  -  M&T  Bank's  Foreign   Exchange
                           Contract Claims

                  Marker Class 6A consists of the  unsecured  Claims held by M&T
Bank arising under or relating to the Foreign Exchange  Netting  Agreement dated
May 1,  1997  entered  into by  Marker  and M&T Bank in  order to hedge  against
foreign currency fluctuations.

                  In  full  and  complete  satisfaction  of M&T  Bank's  Foreign
Exchange  Contract Claims against  Marker,  on the Effective Date, M&T Bank will
receive  (i) from Newco and  Marker  Japan the M&T Bank Note and (ii) from Newco
Cash in an amount equal to $788,000.

                                       46
<PAGE>

                  Marker Class 6A is Impaired  under the Plan. M& T Bank will be
entitled to vote to accept or reject the Plan.

                  g.       Marker Class 6B - KeyBank's Foreign Exchange Contract
                           Claims

                  Marker  Class 6B  consists  of the  unsecured  Claims  held by
KeyBank  arising  under or relating to the KeyBank  Foreign  Exchange  Contracts
entered  into from  time to time by and  between  Marker  and  KeyBank  to hedge
against foreign currency fluctuations.

                  In full and complete satisfaction of KeyBank's Allowed Foreign
Exchange  Contract  Claims against Marker,  on the Effective Date,  KeyBank will
receive  (i) from  Newco and  Marker  Japan the  KeyBank  Note in the  aggregate
principal  amount of  $364,694  and (ii) from Newco  Cash in an amount  equal to
$273,840.

                  Marker  Class 6B is Impaired  under the Plan.  KeyBank will be
entitled to vote to accept or reject the Plan.

                  h.       Marker Class 7 - Piero Claims

                  Marker  Class 7  consists  of all of  Piero's  Claims  against
Marker and its  Subsidiaries,  including  those claims  asserted by Piero in the
Piero Lawsuit  commenced by Piero against Marker and certain of its officers and
directors and any Claims for unpaid wages and/or severance arising from services
rendered by Piero to Marker and/or any of its Subsidiaries.

                  In  full  and  complete  satisfaction  of  the  Piero  Claims,
pursuant to and in accordance with the terms of the Piero Settlement  Agreement,
within five (5) business days after the Closing Date,  Piero will receive,  from
Newco, the Piero Cash Payment  consisting of $350,000 Cash (plus interest at the
rate and in the manner provided in the Piero Settlement Agreement).

                  Marker Class 7 is unimpaired under the Plan. Piero will not be
entitled to vote to accept or reject the Plan.

                  i.       Marker Class 8 - Insured Product Liability Claims

                  Marker Class 8 consists of all pre- and  post-petition  claims
arising as a result of or relating  to alleged  product  liability  or breach of
product warranty  relating to products  manufactured by the Debtors which claims
are covered by insurance.

                  Allowed Insured Product Liability Claims (including applicable
deductibles  under  Marker's  insurance  policies)  are being  assumed  by Newco
pursuant  to  Section  2.2(b)(ii)  of  the  Asset  Purchase  Agreement  and  the
provisions  of the Plan and will be paid by the  insurer  or, in the case of any
applicable deductible amount, by Newco, in the ordinary course of business.

                  Marker  Class 8 is not  Impaired  under the Plan.  Pursuant to
Section  1126(f) of the  Bankruptcy  Code,  each  holder of an  Allowed  Insured


                                       47
<PAGE>


Product  Liability  Claim  in  Marker  Class 8 is  conclusively  deemed  to have
accepted the Plan and is not entitled to vote to accept or reject the Plan.

                  j.       Marker Class 9 - Small General Unsecured Claims

                  Marker  Class 9 consists of all General  Unsecured  Claims not
otherwise  classified  in the Plan in Marker  Classes 3 through  10 and equal to
$100,000 or less.  Marker Class 9 includes  unsecured trade Claims arising prior
to the Filing Date and Claims  arising  under  rejected  executory  contracts or
leases.

                  In  full  and  complete  satisfaction  of  the  Small  General
Unsecured  Claims,  holders of Allowed  Marker  Class 9 Claims will receive from
Newco one hundred (100%) percent of their Allowed Claims in Cash on the later of
(i) the  Effective  Date,  (ii) the date such Claims (or a portion  thereof) are
Allowed or on which an Allowed Claim comes due, or (iii) as otherwise  agreed to
by the claimant and Newco.

                  Marker  Class 9 is not  Impaired  under the Plan.  Pursuant to
Section 1126(f) of the Bankruptcy  Code, each holder of an Allowed Small General
Unsecured  Claim in Marker Class 9 is  conclusively  deemed to have accepted the
Plan and is not entitled to vote to accept or reject the Plan.

                  k.       Marker Class 10 - Preferred Stock Interests in Marker

                  Marker Class 10 consists of the Preferred  Stock  Interests in
Marker  comprised of all the issued and  outstanding  shares of Marker  Series B
Preferred Stock issued to Tauber.

                  In full  and  complete  satisfaction  of the  Preferred  Stock
Interests,  on the  Effective  Date Newco will  assume the Tauber  Claim (in the
aggregate  principal  amount of  $1,500,000)  and will pay, as and when due, the
Tauber Payment Obligations in accordance with the terms of the Plan.

                  Marker Class 10 is Impaired  under the Plan. The holder of the
Allowed  Preferred  Stock Interests in Marker will be entitled to vote to accept
or reject the Plan.

                  l.       Marker Class 11 - Common Stock Interests in Marker

                  Marker  Class 11 consists of all of the common stock of Marker
issued and outstanding as of the Record Date.

                  Each holder of a Class 11 Common Stock Interest in Marker will
retain its Marker Common Stock and will not receive any  distribution  under the
Plan. On the Effective Date, Marker will own the Newco Equity Securities in lieu
of 100% of the capital  stock of the  Subsidiaries.  Pursuant  to the  Operating
Agreement,  holders of Common Stock  Interests in Marker may receive (i) Cash if
CT  exercises  its option under the  Operating  Agreement to purchase all of the
Common Stock  Interests in Marker for such Equity  Interests'  Fair Market Value
(as defined in the  Operating  Agreement)  subject to setoff and  adjustment  in
accordance with the terms of the Newco Agreement and/or the Operating Agreement

                                       48
<PAGE>


(as described in Section VI.G hereof) or, alternatively, (ii) an equity interest
in Newco if such purchase option is not exercised prior to Marker's dissolution;
provided, however, that if an Investment Act Breach (as defined in the Operating
Agreement and described in Section XII hereof)  occurs prior to CT's exercise of
its option, Marker will be required to transfer its Equity Interests to Newco.

                  Marker Class 11 is Impaired under the Plan.  Each holder of an
Allowed  Common  Stock  Interest in Marker will be entitled to vote to accept or
reject the Plan.

                  m.       DNR USA Class 1 - First Security Bank Claim

                  DNR USA Class 1  consists  of First  Security  Bank's  Secured
Claim against DNR USA.

                  On the Effective  Date,  First  Security Bank will receive the
treatment  provided to it in Marker  Class 1 in full  satisfaction  of its Claim
against DNR USA; provided, however, that First Security Bank will be entitled to
only one satisfaction in full under the Plan.

                  DNR USA Class 1 is  Impaired  under the Plan.  First  Security
Bank will be entitled to vote to accept or reject the Plan.

                  n.       DNR USA Class 2 - General Unsecured Claims

                  DNR USA  Class 2  consists  of all  General  Unsecured  Claims
against DNR USA,  including  pre-petition  trade Claims and Claims arising under
rejected executory contracts or leases.

                  In full and  complete  satisfaction  of the General  Unsecured
Claims  Against DNR USA,  holders of Allowed DNR USA Class 2 Claims will receive
from Newco one hundred  (100%)  percent of their  Allowed  Claims in Cash on the
later of (i) the  Effective  Date,  (ii)  the date  such  Claims  (or a  portion
thereof)  are  Allowed  or on which an  Allowed  Claim  comes  due,  or (iii) as
otherwise agreed to by the claimant and Newco.

                  DNR USA Class 2 is not  Impaired  under the Plan.  Pursuant to
Section  1126(f) of the  Bankruptcy  Code,  each  holder of an  Allowed  General
Unsecured Claim in DNR USA Class 2 is  conclusively  deemed to have accepted the
Plan and is not entitled to vote to accept or reject the Plan.

                  o.       DNR USA Class 3 - Equity Interests

                  DNR USA Class 3 consists of all of Marker's  Equity  Interests
in DNR USA.

                  Marker, the holder of the Class 3 Equity Interests in DNR USA,
will not  receive  any  distributions  under this Plan on account of such Equity
Interests, and the DNR USA Equity Interests will be canceled and extinguished on
the  Effective  Date  without  any further  act or action  under any  applicable
agreement, law, regulation, order or rule.

                                       49
<PAGE>

                  DNR USA Class 3 is Impaired under the Plan.  Marker,  the sole
holder of Equity  Interests in DNR USA, is conclusively  deemed to have rejected
the Plan as a holder of a DNR USA Class 4 Equity Interest and is not entitled to
vote to accept or reject the Plan.

                  p.       DNR N.A. Class 1 - First Security Bank Claim

                  DNR N.A.  Class 1 consists of First  Security's  Secured Claim
against DNR N.A.

                  On the Effective  Date,  First  Security Bank will receive the
treatment provided to it in Marker Class 1 in full and complete  satisfaction of
its Claim against DNR N.A.; provided,  however, that First Security Bank will be
entitled to only one satisfaction in full under the Plan.

                  DNR N.A.  Class 1 is Impaired  under the Plan.  First Security
Bank will be entitled to vote to accept or reject the Plan.

                  q.       DNR N.A. Class 2 - General Unsecured Claims

                  DNR N.A.  Class 2 consists  of all  General  Unsecured  Claims
against DNR N.A.

                  In full and  complete  satisfaction  of the General  Unsecured
Claims Against DNR N.A., holders of Allowed DNR N.A. Class 2 Claims will receive
from Newco one hundred  (100%)  percent of their  Allowed  Claims in Cash on the
later of (i) the  Effective  Date,  (ii)  the date  such  Claims  (or a  portion
thereof)  are  Allowed  or on which an  Allowed  Claim  comes  due,  or (iii) as
otherwise agreed to by the claimant and Newco.

                  DNR N.A. Class 2 is not Impaired  under the Plan.  Pursuant to
Section  1126(f) of the  Bankruptcy  Code,  each  holder of an  Allowed  General
Unsecured Claim in DNR N.A. Class 2 is conclusively  deemed to have accepted the
Plan and is not entitled to vote to accept or reject the Plan.

                  r.       DNR N.A. Class 3 - Equity Interests in DNR N.A.

                  DNR N.A.  consists of all of Marker's Equity  Interests in DNR
N.A.

                  Marker, the holder of the Class 3 Equity Interests in DNR N.A.
will not  receive  any  distributions  under this Plan on account of such Equity
Interests,  and the DNR N.A. Equity  Interests will be canceled and extinguished
on the  Effective  Date without any further act or action  under any  applicable
agreement, law, regulation, order or rule.

                  DNR N.A. Class 3 is Impaired under the Plan.  Marker, the sole
holder of the  Equity  Interests  in DNR N.A.,  is  conclusively  deemed to have
rejected  the Plan as a holder of a DNR USA Class 3 Equity  Interest  and is not
entitled to vote to accept or reject the Plan.

         3.       Intercompany Claims

                                       50
<PAGE>

         As of the Effective Date, all Intercompany  Claims  (including  without
limitation,  any  contribution  or similar  claim  Marker may have  against  its
Subsidiaries for payment of the First Security Bank Claim) shall be canceled.

C.       Means of Implementation of the Plan

         1.       Transfers to Newco

                  a. On the  Effective  Date,  pursuant to the Newco  Agreement,
Marker will  transfer or cause to be  transferred  to Newco all  property of the
Estate,  including,  but not  limited  to, all assets of Marker  utilized in its
business  operations  (other than the Excluded Assets) and all Equity Securities
of the  Subsidiaries;  provided,  however,  that (i) the property subject to the
First  Mortgage  which  constitutes  Marker's  corporate  headquarters  will  be
transferred to Marker USA and (ii) the Equity Interests in DNR USA and DNR N.A.
will be canceled and extinguished.

                  b. On the Effective Date,  pursuant to the Newco Agreement and
in accordance with the terms hereof and the documents and  instruments  executed
and  delivered by Newco in connection  herewith,  Newco will assume and agree to
pay, perform, discharge and satisfy when due the Assumed Liabilities,  including
all  obligations  with respect to the treatment of such Allowed  Claims  against
Marker  as  restructured  and set  forth in the  Plan  that  constitute  Assumed
Liabilities.  Newco shall not be responsible or liable for any claim,  liability
or  obligation  owing by the  Debtors  that  does  not  constitute  an  "Assumed
Liability."

         2.       Organization of Newco

         Newco is organized as a GmbH under the laws of Switzerland.  Newco will
have the partnership  power and authority to issue the Newco Equity  Securities.
The governance of Newco will be carried out in accordance with Newco's  Articles
of Association, the Operating Agreement and the applicable laws of Switzerland.

         3.       Issuance of Newco Securities

         Pursuant to the Newco Agreement and the Operating Agreement, Newco will
issue  the  Newco  Equity  Securities  to Marker  representing  a 15%  ownership
interest  in Newco.  Pursuant  to the  Operating  Agreement,  the  Newco  Equity
Securities are subject to certain transfer  restrictions more fully described in
the Operating  Agreement.  Marker is  prohibited  from  transferring  its equity
interest in Newco other than in connection with CT's call option to purchase the
Newco Equity  Securities at fair market value or the occurrence of an Investment
Act Breach  (defined in Section  XII.A  hereof).  CT is also  subject to certain
transfer restrictions and may not create an encumbrance on its equity securities
unless it is in order to secure  indebtedness or other  obligations  incurred by
Newco or its subsidiaries to be utilized in their business.

         4.       Assets and Liabilities of Newco

         On the Effective Date, Newco will own the Sale Assets, including, among
other assets, 100% of the issued and outstanding capital stock of the


                                       51
<PAGE>


Subsidiaries,  free and clear of all Liens,  Claims and  encumbrances  except as
otherwise  provided in the Plan.  As of the Effective  Date,  Newco's only other
material  assets will  consist of (i) the  capital  contributions  and/or  other
investments  made by CT in an aggregate amount equal to $13,974,499 and (ii) the
equity  securities  issued  to  Newco  pursuant  to  the  Canadian  Stockholders
Agreement.  As of the Effective Date, Newco will assume the Assumed  Liabilities
pursuant to Section 10.1(b) of the Plan.  Newco shall not be responsible for any
claim,  liability or obligation owing by the Debtors that does not constitute an
"Assumed Liability."

         5.       Governance of Newco

         The  business  and  affairs  of Newco  will be managed by and under the
direction  of the Board of  Managing  Partners  (the  "Board").  The Board  will
consist of not less than four or more than seven managing  members.  Pursuant to
the terms of the Operating Agreement, Marker will be entitled, but not required,
to nominate  one  managing  member of the Board;  provided,  however,  that such
nominee is acceptable to CT. CT will be entitled,  but not required, to nominate
the remaining  managing  members of the Board.  At or prior to the  Confirmation
hearing,  Newco will disclose the identities of the initial  managing members of
the Board as well as the identities of the officers of Newco.

         The Articles of  Association  of Newco provide that the voting right of
each Partner is  proportionate to the value of his or her contribution to Newco,
whereby each 1,000 Swiss Francs  entitles the holder to one vote.  The Partner's
Meeting  is the  supreme  body of Newco  and has  certain  non-delegable  powers
(including,  but not limited to, the power to amend the Articles of Association,
to elect the  managing  members  of the Board,  and to  discharge  the  managing
members and officers). A Meeting of Partners is called by the Board and upon the
written  demand  of  one  or  more  Partners.  An  absolute  majority  of  votes
represented  at the  Meeting  of  Partners  is  required  for  the  adoption  of
resolutions. A majority is calculated according to the total number of votes due
to the  Partners.  A  resolution  of the  Partner's  Meeting  passed by at least
two-thirds of the represented votes is required for certain actions  (including,
but not limited to, an increase in capital, the dissolution of Newco followed by
liquidation,  a change in the Articles of  Association  or any other  resolution
with significant effect on Newco).

         6.       Capitalization of Marker

         On the  Effective  Date,  the  authorized  capital stock of Marker will
consist only of common stock, with 25,000,000 shares authorized, $0.01 par value
and approximately 11,120,577 shares outstanding.

         7.       Governance of Marker

         On the  Effective  Date,  the  business  and  affairs of Marker will be
managed by and under the  direction of a Board of Directors.  The  identities of
the members of the Board of  Directors  and the  identities  of the  officers of
Marker will be disclosed at or prior to the Confirmation Hearing.

                                       52
<PAGE>

         8.       Funding of Marker

         Pursuant to Section 7.8 of the Newco Agreement and so long as Marker is
not in  default  of any of its  obligations  under  the Newco  Agreement  or the
Operating Agreement, Newco will advance to Marker from time to time an aggregate
amount not to exceed $300,000 for each twelve month period following the Closing
Date (the  "Advances");  provided that the proceeds of the Advances will be used
solely for:  (i)  maintaining  director  and  officer  liability  insurance  for
Marker's  board  of  directors  and  officers,   (ii)   preparing,   filing  and
distributing  (including  to Marker's  shareholders)  such  documents  and other
information  as may be required by United  States  federal and state  securities
laws that are  applicable  to Marker,  (iii)  compliance  with its statutory and
other  legally  required  or  contractual  obligations  arising  under the Newco
Agreement (other than any indemnification  obligation arising under Article X of
the  Newco  Agreement)  and/or  the  Operating  Agreement,   and  (iv)  ordinary
administrative  and  operating  expenses  associated  with clauses (i), (ii) and
(iii)  (including,  salaries  and the  payment  of  reasonable  costs,  fees and
expenses of attorneys and other professionals,  provided that the scope of their
engagement  is  reasonably  satisfactory  to  Newco  and a copy of each  invoice
submitted  by such  attorney or  professional  is promptly  delivered to Newco).
Newco will have no  obligations to make any Advances to Marker after the earlier
of (a) the second  anniversary of the Closing Date,  (b) Marker's  breach of its
obligations under Section 7.8(a) of the Newco Agreement and (c) Marker's failure
to be the  holder  of  record  of the Newco  Equity  Securities.  All  Advances,
together with accrued  interest thereon at 5% per annum from the date of funding
of such Advance,  must be repaid by Marker  pursuant to Section  10.3(iii)(C) of
the Newco  Agreement.  In addition,  pursuant to and subject to the terms of the
Operating Agreement, Newco agrees, so long as Marker is not in default under the
Newco Agreement and Operating Agreement, to advance to Marker an amount equal to
Marker's income tax liability for any taxable year or portion thereof  following
the Closing.  These advances will be setoff from amounts due Marker  pursuant to
the terms of the  Operating  Agreement.  See  Sections  VI.E and VI.G for a more
detailed discussion of the income tax advances and related offsets.

         9.       Cessation of Marker's Business

         From and after the  Effective  Date,  Marker will not be engaged in the
conduct of business and will operate for the purpose of  liquidating  its assets
(including,  without limitation,  the Newco Equity Securities).  Pursuant to the
terms of the Operating Agreement,  Marker will dissolve and liquidate all of its
assets no earlier  than the third  anniversary  of the Closing Date and no later
than the fifth anniversary of the Closing Date.

         10.      Execution of Documents  and Certain  Other Actions on or Prior
                  to the Effective Date

         On or prior to the Effective Date, the following  actions will be taken
and the following documents will be executed, all of which documents will become
effective on the Effective Date unless otherwise specified herein:

                  a.       Operating Agreement

                  Marker,  Newco and CT will execute the Operating Agreement and
such other documents as are contemplated by the Operating  Agreement.  A form of
the Operating Agreement is annexed to the Plan as Exhibit 6.

                                       53
<PAGE>

                  b.       Amended and Restated Certificate of Incorporation and
                           By-laws

                  The certificate of incorporation and by-laws of Marker will be
amended as necessary to satisfy the provisions of the Plan and the provisions of
the Newco  Agreement,  and such  amended  certificate  and  by-laws  will be the
certificate of  incorporation  and by-laws  governing Marker after the Effective
Date. The adoption of the amended  certificate of  incorporation  and by-laws of
Marker,  and the initial selection of directors and officers for Marker pursuant
to Section  10.7 of the Plan will be  authorized  and  approved in all  respects
without  further  order  of the  Court  or any  action  by the  stockholders  or
directors of Marker.

                  c.       Corporate Name

                  On or prior to the Closing  Date,  Marker will take all action
necessary and file all documents or instruments  necessary to change its current
corporate name to a name that is distinctly different in spelling and sound from
its current name which new name will be subject to Newco's prior approval.

                  d.       Dissolution of DNR USA and DNR N.A.

                  As of the Effective  Date, the corporate  existence of DNR USA
and DNR N.A. will  terminate  and any remaining  assets of DNR USA and DNR N.A.,
will vest in Newco.  Certificates of dissolution for DNR USA and DNR N.A. may be
filed at any  time  after  the  Confirmation  Date to  become  effective  on the
Effective Date.

                  e.       New Financing Facility

                  On or prior to the Effective Date,  Newco or the  Subsidiaries
will have entered into the New Financing Facility.

                  f.       Restructuring Documents

                  On or prior to the Effective  Date,  the Debtors  and/or Newco
will  have  executed  the  Restructuring  Documents  (as  defined  in the  Newco
Agreement) and such Restructuring  Documents will be in full force and effect on
the Effective Date.

                  g.       Employment Agreements

                  On or prior to the  Effective  Date,  Newco will have  entered
into employment agreements with (i) Peter Weaver and (ii) Eiichi Isomura,  which
employment agreements will be in full force and effect on the Effective Date.

                  h.       Other

                                       54
<PAGE>

                  The  Debtors may execute  such  documents  and take such other
actions as is necessary to effectuate the transactions provided for in the Newco
Agreement, the Operating Agreement and the Plan.

D.       Provisions  Relating to Distributions  and Procedures for Resolving and
         Treating Disputed Claims

         1.       Distribution Responsibility

         Except as otherwise  provided in the Plan,  and subject to the specific
treatment  provisions  of  Articles  IV -  VIII  of  the  Plan,  Newco  will  be
responsible  for and will be obligated to make in  accordance  with the terms of
the Plan, all  post-Effective  Date  distributions  required with respect to all
allowed Claims and Equity  Interests,  including,  Administrative  Claims (other
than Allowed  Professional  Claims),  Priority Claims,  Priority Tax Claims, the
First Mortgage Claim, the Piero Claims,  the Foreign  Exchange  Contract Claims,
the Series A Bonds Claim, Small General Unsecured Claims and the Preferred Stock
Interests.  Marker, with funding provided by Newco, will make the Effective Date
distributions  required  under the Plan.  In the event CT exercises its purchase
option with  respect to Marker's  15% equity  interest in Newco which  option is
exercisable  any time on or after the second  anniversary of the Effective Date,
Marker  will be  responsible  for  distributing  the  cash  proceeds  from  such
acquisition  (after taking into account any setoffs and adjustments  required by
the Newco Agreement and the Operating Agreement) to the then existing holders of
record of Marker Common Stock.

         2.       Date of Distributions

         Except  as  otherwise  provided  in the  Plan,  any  distributions  and
deliveries to be made under Plan will be made on the  Effective  Date or as soon
as practicable  thereafter.  If any payment or act under the Plan is required to
be made or  performed on a date that is not a Business  Day,  then the making of
such  payment  or the  performance  of such  act may be  completed  on the  next
succeeding  Business  Day,  but will be deemed to have been  completed as of the
required date. All fees payable pursuant to Section 1930 of chapter 123 title 28
of the United States Code, as determined by the Court, will be paid on or before
the Effective Date.

         3.       Delivery of Distributions

         Except as otherwise  provided in the Plan, all distributions to be made
under the Plan will be made to the holder of an Allowed Claim or Equity Interest
(other than the Marker Common Stock Interests) as of the Record Date. The holder
of an Allowed  Claim or Equity  Interest as of the Record Date will be deemed to
be the entity who (a) filed the most  recent  timely  proof of claim or interest
relating  thereto,  provided no evidence of the transfer of such Claim or Equity
Interest  was filed on or before  the Record  Date,  or (b) if  evidence  of the
transfer of a timely filed proof of claim or interest was filed on or before the
Record Date,  (i) the transferee  named therein if the transferor  named therein
does not file a timely objection pursuant to Bankruptcy Rule 3001(e) or (ii) the
Person so designated by a Final Order of the Court if a timely  objection to the
evidence of transfer  was filed,  or (c) is  reflected  in the  Schedules as the
holder of such Claim or Equity  Interest if no timely proof of claim or interest
related thereto was filed.

                                       55
<PAGE>

         Subject to Bankruptcy Rule 9010, all  distributions to any holder of an
Allowed  Claim or Equity  Interest will be made at the address of such holder as
listed in the Schedules  filed with the Court unless the  applicable  Debtor has
been notified in writing of a change of address, including,  without limitation,
by the filing of a proof of claim by such  holder  that  contains an address for
such  holder  different  from  the  address  reflected  for such  holder  in the
Schedules.  In the event  that any  distribution  to any holder is  returned  as
undeliverable,  the Debtors or Newco, as applicable, will use reasonable efforts
to determine the current  address of such holder,  but no  distribution  to such
holder will be made unless and until the Debtors or Newco,  as  applicable,  has
determined  the  then  current  address  of such  holder,  at  which  time  such
distribution  will be made to such  holder  without  interest.  All  Claims  for
undeliverable  distributions  must be made on or before the fifth anniversary of
the  Effective  Date,  and if not made by such fifth  anniversary  all unclaimed
property will revert to Newco,  and the Allowed Claims or Equity Interests whose
distributions  were not delivered will be discharged and barred forever.  Checks
issued in respect of Allowed Claims or Equity Interests will be null and void if
not cashed within 60 days of the date of issuance thereof.

         4.       Clear Title and Release of Liens

                  Except as specifically  provided  otherwise in the Plan or the
Newco Agreement,  all Sale Assets of Marker conveyed to and vesting in Newco and
Marker's  corporate  headquarters  conveyed to and vesting in Marker USA will be
free and clear of all Liens, Claims and Equity Interests.  Whenever by the terms
of the Plan it is provided that Liens on Collateral  securing a particular Claim
are released  and deemed null and void or a Claim that is secured by  Collateral
is disallowed  in full by Final Order,  Newco may require the holder of any such
Claim to execute  releases of Liens or such other  documents as may be necessary
to obtain clear title to the Collateral  under applicable law. In the event that
a holder of any Claim refuses to execute such releases or other  documents  with
respect  to the  Collateral  securing  such  Claim,  Newco  may  refuse  to make
distributions  with  respect  to such Claim  under  this Plan until such  holder
executes appropriate releases or other documentation.

         5.       Means of Cash Payment

         Except as otherwise  provided in the Plan, Cash payments required to be
made pursuant to the Plan will be made either by wire transfer or check drawn on
an internationally recognized commercial bank mailed by first-class mail.

         6.       Prosecution of Claims Objections

         On and after the Effective Date,  Newco (with the assistance of Marker)
will be authorized, at its own expense, to file, settle, compromise, withdraw or
litigate to judgment objections to the allowance of Claims.

         7.       No Distributions Pending Allowance

         Notwithstanding  any other provision of the Plan, no distributions will
be made with respect to a Disputed Claim (or any Disputed  portion of a Claim if
such Claim is not  severable)  by either  Newco or Marker  unless and until such
Disputed Claim becomes an Allowed Claim.

                                       56
<PAGE>

         8.       Distributions After Allowance

         Payments and  distributions  to each holder of a Disputed  Claim or any
other Claim that is not an Allowed  Claim,  to the extent such Claim  ultimately
becomes an Allowed Claim will be made in accordance  with the  provisions of the
Plan.  As soon as  practicable  after the date that the order or judgment of the
Court  allowing  any  Disputed  Claim or any other  Claim that is not an Allowed
Claim becomes a Final Order,  Newco will  distribute to the holder of such Claim
(without affecting Newco's rights to indemnification  under the Newco Agreement)
any amounts  that should have been  distributed  to such holder if the Claim had
been an Allowed Claim on the Effective Date.

E.       Executory Contracts and Leases

         1.       Assumed and Assigned Contracts

         On the Effective  Date,  all  executory  contracts and leases listed on
Exhibit 4 to the Plan, as such Exhibit may be amended (with the prior consent of
Newco) from time to time prior to the  Confirmation  Date (the  "Newco  Assigned
Contracts"),  will be assumed and  simultaneously  assigned  to Newco.  All Cure
Costs, if any, under the Newco Assigned Contracts will be determined on or prior
to the Effective  Date and will be paid by the Debtors  (with funds  provided by
Newco) on the  Effective  Date;  or, in the event of a  dispute,  on the date of
determination  of that dispute by a Final Order of the Court.  All  non-monetary
defaults as of the Effective  Date, if any, under the Newco  Assigned  Contracts
will be cured by either  the  Debtors or Newco (to the  extent  required  by the
Newco  Agreement) on the Effective  Date.  The  assignment of the Newco Assigned
Contracts to Newco will be adequate assurance of future performance of the Newco
Assigned Contracts in accordance with Section 365 of the Bankruptcy Code.

         2.       Rejected Contracts

         All  executory  contracts  and leases of the  Debtors  not  assumed and
assigned to Newco  pursuant to Section 12.1 of the Plan,  set forth on Exhibit 5
to the Plan,  will be rejected  or deemed  rejected  as of the  Effective  Date;
provided,  however,  that in no event will the Distribution  Agreement which was
assumed by Marker  pursuant to the  Assumption  Order be deemed  rejected by the
Debtors.  See Section VII.E for a description of the Distribution  Agreement and
Assumption Motion.

         3.       Claims Relating to Rejected Contracts

         Any entity  that has a Claim  against  any of the  Debtors by virtue of
rejection of an executory  contract or lease must file a proof of Claim with the
Clerk of the Court,  and serve such proof of Claim upon counsel for the Debtors,
within  twenty-five days (25) days following  service upon such entity of notice
of entry of the order  confirming the Plan or order  authorizing such rejection,
as the case may be. If such proof of Claim is not filed  within  such  specified
time, the holder of such Claim will be forever barred from asserting such Claim


                                       57
<PAGE>


against the Debtors or their Estates. Objections to any such Claim must be filed
not later than thirty (30) days after such proof of Claim is filed or such later
date as the Court may approve.  Any entity whose Claim arises from  rejection of
an executory contract or lease will, to the extent such Claim becomes an Allowed
Claim, have the rights of a holder of a Small General Unsecured Claim or General
Unsecured Claims (as the case may be) with respect thereto.

F.       Conditions Precedent

         1.       Conditions Precedent to Confirmation

         The  Plan  will  not  be  confirmed  unless  and  until  the  following
conditions  are satisfied or, if waivable  pursuant to Section 13.3 of the Plan,
waived:

                  (a) the Breakup Fee Order, in form and substance acceptable to
Newco,  will have been entered by the Court within the time period prescribed by
the Newco Agreement;

                  (b) the Assumption Order, in form and substance  acceptable to
Newco,  will have been entered by the Court within the time period prescribed by
the Newco Agreement;

                  (c) an Order approving the Disclosure  Statement,  in form and
substance  acceptable  to Newco,  will have been entered by the Court within the
time period prescribed by the Newco Agreement;

                  (d) the Confirmation  Order, in form and substance  acceptable
to Newco,  will have been entered by the Court within the time period prescribed
by the Newco Agreement, which provides, inter alia, that:

                            (i)     all applicable  requirements of Section 1129
of the Bankruptcy Code have been satisfied;

                            (ii)    the Newco Agreement is approved;

                           (iii)    the   transfer  of  Sale  Assets  by  Marker
contemplated  by this  Plan and the  Newco  Agreement  (A) are or will be legal,
valid and  effective  transfers of property,  and (B) vest or will vest in Newco
good title to such  property  free and clear of all Claims and Liens,  except as
otherwise provided in this Plan or the Newco Agreement; and

                            (iv)    Newco  and the  Debtors  are  empowered  and
authorized  to take or  cause to be  taken,  prior to the  Effective  Date,  all
actions  which are  necessary  to enable  them to  activate  and  implement  the
provisions  of this Plan and  satisfy  all  other  conditions  precedent  to the
effectiveness of this Plan; and

                  (e)      neither  Newco nor Marker  will have  terminated  the
Newco Agreement.

         2.       Conditions Precedent to the Effective Date

                                       58
<PAGE>

         The  Effective  Date will not occur unless the  following are satisfied
or, if waivable pursuant to Section 15.3 of the Plan, waived:

                  (a) the Confirmation Order will have been entered by the Court
by October 27,  1999 or such later date as Newco may,  in its sole and  absolute
discretion,  expressly  consent to in writing or on the record in the Bankruptcy
Court  (provided  that such later date shall in no event be after  November  30,
1999)  and will  have  become a Final  Order,  or will not have  been  reversed,
revoked,  modified  in any manner  unacceptable  to the  Debtors  and Newco,  or
stayed;

                  (b) all conditions  precedent to the obligations of Marker and
Newco  pursuant to the Newco  Agreement  will have been  satisfied  or waived in
accordance therewith;

                  (c)      neither  Newco nor Marker  will have  terminated  the
Newco Agreement; and

                  (d) Newco or the  Subsidiaries  will have entered into the New
Financing Facility.

         3.       Waiver of Conditions

         Each of the  conditions  precedent  listed in Sections 13.1 and 13.2 of
the Plan and  described  above may be waived,  in whole or part,  or modified by
written agreement by the Debtors with Newco's consent.

G.       Releases, Injunctions and Limitations on Liability

         1.       Extent of Release

         Except as  expressly  set forth in the Plan,  nothing  contained in the
Plan will affect any right of any Entity (as defined in the Bankruptcy  Code) to
assert or pursue any claim or cause of action  against any Entity other than the
Debtors, Marker's Subsidiaries,  Newco and Newco's Affiliates (as defined in the
Newco Agreement).

         2.       Release by Debtors

                  (a) On the Effective Date, the Debtors,  their  Affiliates (as
such term is defined in Section  101(2) of the  Bankruptcy  Code but in no event
will such term be deemed to include Newco for purposes of this release  section)
and their shareholders derivatively are hereby deemed to have forever waived and
released  unconditionally  each of the  Debtor's  present and former  directors,
officers, employees, agents, consultants,  advisors, attorneys,  accountants and
other  representatives  and their respective  successors,  assigns or Affiliates
(collectively,  the "Debtor Releasees"),  from any and all claims,  obligations,
suits, judgments,  damages, rights, causes of action and liabilities whatsoever,
whether  known or  unknown,  foreseen,  or  unforeseen,  existing  or  hereafter
arising, in law, equity or otherwise,  based in whole or in part upon any act or
omission by, or any transaction,  agreement,  event or other occurrence  (unless
due to the gross  negligence  or willful  misconduct  of the  Debtor  Releasee),
taking place prior to, on or after the Confirmation Date in any way relating to


                                       59
<PAGE>


the Debtors,  their  businesses,  the Chapter 11 Cases,  the Plan,  or the Newco
Agreement (collectively,  the "Released Claims").  Debtors, their Affiliates and
their  shareholders  will be forever  precluded from asserting whether directly,
derivatively or otherwise, any such claims against any Debtor Releasee.

                  (b) On the Effective Date, except as otherwise provided in the
Plan, the Debtors,  their  Affiliates and their  shareholders  derivatively  are
hereby  deemed to have  forever  waived  and  released  unconditionally  (i) the
holders of Equity Interests, (ii) the members of the Creditors Committee (if any
is  appointed)  in their  capacity as such,  (iii)  First  Security  Bank,  Hypo
Vereinsbank (New York),  Isomura,  M&T Bank,  KeyBank,  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 (iv) all present and
former directors, officers, employees, agents, consultants, advisors, attorneys,
accountants and other representatives and their respective  successors,  assigns
or Affiliates  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 will not  constitute a
release of any Allowed  Claims treated under the Plan or any claims or causes of
action of Marker or Newco arising under the Newco  Agreement  (unless  otherwise
provided in the Newco Agreement) or the Operating Agreement.  Entities deemed to
have  released  claims  pursuant to Section  14.2(b) of the Plan will be forever
precluded from asserting whether directly,  derivatively or otherwise,  any such
claims against the Third Party Releasees.

         3.       Release by Creditors and Holders of Equity Interests

         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 the
Plan,  (b) whose Claim or Equity  Interest is in a class that has accepted or is
deemed to have accepted the 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 the  Plan,  will be  deemed to have  forever  waived  and
released  unconditionally 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 arising under the Newco Agreement (unless otherwise
provided in the Newco  Agreement) or the Operating  Agreement,  (iii)  KeyBank's
claims,  if any,  against  Marker  Deutschland  and Marker USA arising  under or
relating to the KeyBank 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 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 Section 16.3 of the Plan will be forever  precluded  from  asserting
any such claims  against the  Debtors,  the Debtor  Releasees or the Third Party
Releasees.

         4.       Injunction

         Except  as  otherwise  expressly  provided  in the  Plan  or the  Newco
Agreement, confirmation of the Plan will, provided that the Effective Date


                                       60
<PAGE>


occurs,  permanently enjoin all entities that have held,  currently hold, or may
hold a Claim  against or other debt or liability of any of the Debtors,  whether
arising before, on or after the Effective Date, or that hold any Equity Interest
in the Debtors  from taking any of the  following  actions  with respect to such
Claim or Equity Interest against the Debtors,  the Debtor  Releasees,  the Third
Party Releasees,  or the Sale Assets (wherever  located) or the Excluded Assets:
(i) commencing,  conducting or continuing in any manner, directly or indirectly,
any suit,  action or other  proceeding  of any kind;  (ii)  enforcing,  levying,
attaching,  collecting  or otherwise  recovering  in any manner or by any means,
whether  directly or indirectly,  any judgment,  award,  decree or order;  (iii)
creating, perfecting or enforcing in any manner directly or indirectly, any Lien
or encumbrance of any kind;  (iv) asserting any setoff,  right of subrogation or
recoupment of any kind, directly or indirectly; and (v) proceeding in any manner
in  any  place  whatsoever  that  does  not  conform  to or  comply  with  or is
inconsistent  with the  provisions  of the Plan;  provided,  however,  that this
injunction  shall not apply to (x) any Allowed  Claims or Equity  Interests that
may be asserted  under the Plan, (y) any claims or causes of action of Marker or
Newco arising under the Newco Agreement or the Operating  Agreement,  or (z) any
claims  holders of Claims or Equity  Interests  or other third  parties may have
against each other, which claims are not related to the Debtors, the Sale Assets
and the  Chapter 11 Cases,  it being  understood,  however,  that any  defenses,
offsets or counterclaims of any kind or nature  whatsoever which the Debtors may
have or assert in respect of any of the claims of the type described in (x), (y)
or (z) of this proviso to the extent not otherwise waived in the Newco Agreement
or the Plan, are fully preserved.

         5.       Discharge

         Except as  otherwise  provided in the Plan and/or the Newco  Agreement,
the entry of the  Confirmation  Order will  operate as a  discharge  pursuant to
Section  1141(d)(1) of the Bankruptcy Code,  effective as of the Effective Date,
of any and all debts of or Claims against one or more of the Debtors (other than
claims  that  Newco may have  under the Newco  Agreement  and/or  the  Operating
Agreement) that arose at any time prior to the Confirmation Date, including, but
not limited to, all principal and all interest,  whether accrued  before,  on or
after the Filing Date, and  including,  without  limitation,  any debt of a kind
specified in Section  502(g),  502(h) or 502(i) of the  Bankruptcy  Code, to the
full extent permitted by Section 1141(d)(1)(A) of the Bankruptcy Code.

         6.       No Liability for Solicitation

         As specified in Section 1125(e) of the Bankruptcy  Code,  entities that
solicit  acceptances  or  rejections of the Plan in good faith and in compliance
with the applicable provisions of the Bankruptcy Code, are not liable on account
of such  solicitation  for violation of any applicable  law, rule, or regulation
governing the solicitation of acceptances or rejections of the Plan.

         7.       Limitation of Liability

         Neither the Debtors,  the Debtor Releasees or the Third Party Releasees
or any of  their  respective  Affiliates  or any of their  respective  officers,
directors,  employees, members or agents, or any Professional employed by any of
them (collectively,  the "Exculpated Persons"), will have or incur any liability
to any entity for any act taken or not taken in good faith in connection with or
in any way related to the negotiation, formulation, implementation, confirmation



                                       61
<PAGE>

or consummation of the Plan, this Disclosure Statement,  the Newco Agreement, or
any  contract,  instrument,  release or other  agreement or document  created in
connection with or related to the Plan or the  administration  of the Chapter 11
Cases.  The Exculpated  Persons will have no liability to any holder of a Claim,
holder of an Interest or other party-in-interest  herein or any other person for
actions taken under the Plan, in connection  therewith or with respect  thereto,
in good faith, including,  without limitation,  failure to satisfy any condition
or conditions,  or refusal to waive any condition or conditions precedent to the
Confirmation Date or the Effective Date.  Further,  the Exculpated  Persons will
not have or incur any liability to any holder of a Claim, holder of an Interest,
or other party-in-interest herein or any other Person for any act or omission in
connection  with or  arising  out of  their  administration  of the  Plan or the
property  to be  distributed  under the Plan,  except  for gross  negligence  or
willful  misconduct  as  finally  determined  by the Court,  and the  Exculpated
Persons  are  entitled  to rely on,  and act or  refrain  from  acting  on,  all
information provided by other Exculpated Persons without any duty to investigate
the veracity or accuracy of such information.

                                       62
<PAGE>

         8.       Term of Injunction or Stays

         Unless  otherwise  provided  in the  Plan,  all  injunctions  or  stays
provided  for in the Chapter 11 Cases  pursuant  to  Sections  105 or 362 of the
Bankruptcy Code or otherwise and in effect on the Confirmation  Date will remain
in full force and effect until the Effective Date.

         9.       Justification of Releases

         The Plan contains customary  provisions for the release of the Debtors,
the Debtor Releasees  (including  officers and directors of the Debtors) and the
Third Party Releasees  (including  Newco and the Debtors' major  creditors) from
liability to any creditor or Equity  Interest  holder who (i) has accepted or is
deemed to have  accepted the Plan,  (ii) whose Claim or Equity  Interest is in a
class that has accepted or is deemed to have  accepted the Plan or (iii) who may
be entitled to receive a distribution  of property or retain  property under the
Plan.

     The  Securities  and Exchange  Commission  has expressed  certain  concerns
regarding the propriety of third party releases under the Plan which it believes
may contravene  Section 524(e) of the Bankruptcy  Code. The Debtors believe that
the releases  provided  under the Plan are  authorized by Section  105(a) of the
Bankruptcy  Code.  Section  105(a) of the  Bankruptcy  Code  provides  that "the
[Bankruptcy]  Court  may issue any  order,  or  judgment  that is  necessary  or
appropriate  to carry out the  provisions of this title." 11 U.S. C. ss. 105(a).
It is well established that,  pursuant to this provision,  bankruptcy courts may
grant  releases and issue  permanent  injunctions  in favor of  non-debtors in a
variety of contexts,  including  situations  where,  as here,  such releases and
injunctions are an integral part of the Plan, are supported by consideration and
confer material benefits on the Debtors' estates,  creditors and equity holders.
See, e.g., In re Drexel Burnham  Lambert Group,  Inc., 138 B.R. 723, 773 (Bankr.
S.D. N.Y. 1992); In re  Johns-Manville  Corp.,  68 B.R. 618,  630-631  (S.D.N.Y.
1986), aff'd in part, rev'd in part, 78 B.R. 407 (S.D.N.Y.  1987); In re Texaco,
Inc., 84 B.R. 893, 904 (S.D.N.Y. 1988).

                                       63
<PAGE>

         The only third  parties who are being  released  under the Plan are all
parties who have been intimately  involved with the Plan process,  including the
negotiation of the sale to Newco and the negotiation and  implementation  of the
debt restructurings contemplated by the Plan, which parties include the Debtors'
officers and directors,  the Debtors' major  creditors and Newco.  These parties
have all played an integral role in the  reorganization/sale  process. Newco, in
assuming the  restructured  liabilities of the Debtors  pursuant to the terms of
the Plan and the Newco Agreement,  has or will contribute  substantial assets to
the reorganization. Moreover, the Debtors' major creditors have agreed to accept
substantial  reductions in their claims and to support the Plan which support is
a condition of the Newco  Agreement.  The Debtors'  officers and directors  have
contributed to the reorganization by playing a key role in negotiating the Newco
Agreement and related  settlement  agreements with the Debtors' major creditors.
As will be disclosed  at or prior to the  Confirmation  Hearing,  certain of the
Debtors'  officers and  directors  will  continue to be involved  with  Marker's
operations post-reorganization,  some employed by Newco and others by Marker. In
addition,  the officers and directors have a right to assert  indemnification or
other claims against the Debtors to protect  themselves in the event that claims
were made  against  them by a creditor  or Equity  Interest  holder  which might
compel them to file indemnification or other  Administrative  Claims against the
Debtors.  The Debtors are not aware of any such claims  which have been or could
be asserted  against the Debtors'  officers  and  directors.  Nevertheless,  the
Debtors  believe that the releases are  necessary  and important to the Debtors'
reorganization  as  contemplated  by the  Plan  and  the  Newco  Agreement.  All
creditors  and Equity  Interest  holders  granting  releases  under the Plan are
receiving  or  retaining  property  under the Plan.  In  particular,  the Equity
Interest  holders are retaining their Equity  Interests in Marker under the Plan
even where the Debtors' major  creditors,  who are senior to the interest of the
Equity  Interest  Holders,  are not being paid in full. The Debtors believe that
the  Equity  Interests  retained  by the  holders  of  Marker  Common  Stock  is
consideration for the releases being given under the Plan. Finally,  the Debtors
believe that the release  provisions  are supported by all of the Debtors' major
creditors  and a majority  of the  Debtors'  Equity  Interest  holders  who have
previously signed agreements pledging their support of the Plan.

         10.      Registration Exemption

         The equity  securities in Newco  distributed to Marker on the Effective
Date are not subject to  registration  under the  securities  laws as Newco is a
privately held GmbH. Pursuant to the Operating  Agreement,  Marker is prohibited
from  transferring its equity  securities in Newco other than in connection with
CT's call  option or the  occurrence  of an  Investment  Act Breach  (defined in
Section XII.A hereof). In the event CT does not exercise its purchase Option and
the Newco Equity Securities are ultimately  distributed to Marker's Common Stock
holders upon the subsequent  liquidation  of Marker,  Newco will comply with all
applicable registration requirements under the securities laws.

         11.      Transfer Tax Exemption

         The  issuance,  transfer,  or exchange of a security,  or the making or
delivery of an instrument of transfer under the Plan will not be taxed under the
law imposing a stamp tax or similar tax.

                                       64
<PAGE>

H.       Jurisdiction of the Bankruptcy Court

         The Bankruptcy Court will retain exclusive  jurisdiction of these cases
as long as necessary for the following  purposes (but in no event will the Court
retain  exclusive  jurisdiction  with  respect  to any  controversies,  suits or
disputes arising under or relating to the Operating Agreement):

                  (a)      To determine any and all objections to the allowance,
disallowance  or   subordination   of  Claims  or  any  controversy  as  to  the
classification of Claims;

                  (b) To liquidate any  disputed,  contingent,  or  unliquidated
Claims including through estimation under Section 502(c) of the Bankruptcy Code,
and  finally  determine  damages  and  other  amounts  in  connection  with such
disputed, contingent or unliquidated Claims;


                  (c) To determine any and all applications for professional and
similar  fees and for the  reimbursement  of  disbursements  and  expenses  with
respect to services  rendered and expenses  incurred  prior to the  Confirmation
Date;

                  (d) To determine any and all pending motions and  applications
for assumption or rejection of executory  contracts and leases and the allowance
and  classification  of any Claims  resulting  from the  rejection  of executory
contracts and leases;

                  (e) To determine any and all motions, applications,  adversary
proceedings,  contested and  litigated  matters or such other matters over which
the  Court  has  jurisdiction  prior to the  Confirmation  Date,  including  the
enforcement,  prosecution,  litigation,  settlement  and/or other disposition of
claims and counterclaims of the Debtors;

                  (f)      To enforce the provisions of, and resolve any and all
disputes under or pertaining to the Plan or the Newco Agreement;

                  (g) To  modify  the  Plan or  correct  any  defect,  cure  any
omission or reconcile any inconsistency in the Plan or in the order of the Court
confirming  the Plan,  or to enter such orders as may be necessary to effectuate
the terms and conditions of the Plan to the extent  authorized by the Bankruptcy
Code as may be necessary to carry out the purpose and intent of the Plan;

                  (h)  To  hear  and  determine  all  controversies,  suits  and
disputes,  if any,  as may arise  with  regard  to  orders of this  Court in the
Chapter 11 Cases;

                  (i) To  hear  and  determine  any and  all  controversies  and
disputes  arising under, or in connection with, the Plan or the order confirming
the Plan;

                  (j)      To  adjudicate  all Claims to a security or ownership
interest in any property of the Debtors or in any proceeds hereof;

                  (k) To adjudicate all Claims or  controversies  arising out of
any  purchases,  sales or contracts made or undertaken by the Debtors during the
pendency of these Chapter 11 Cases;

                                       65
<PAGE>

                  (l) To  recover  all  assets  and  properties  of the  Debtors
wherever  located,  including the prosecution and adjudication of all rights and
Causes of Action  available  to the Debtors,  including  the  Avoidance  Actions
(which actions shall become assets of Newco on the Closing Date);

                  (m) To determine all questions and disputes regarding recovery
of and  entitlement to the Debtors' assets and determine all claims and disputes
between the Debtors  and any other  Entity,  whether or not subject to an action
pending as of the Confirmation Date (provided however,  that with respect to any
disputes  arising  under or relating  to the  Operating  Agreement,  the Court's
jurisdiction shall not be exclusive);

                  (n) To enter any order,  including  injunctions,  necessary to
enforce  the  title,  rights  and  powers  of the  Debtors  and to  impose  such
limitations, restrictions, terms and conditions on such title, rights and powers
as the Court may deem necessary or appropriate;

                  (o) To enter an order or final decree closing and  terminating
the Chapter 11 Cases; and

                  (p) To make such orders as are  necessary  or  appropriate  to
carry  out the  provisions  of the Plan,  including  but not  limited  to orders
interpreting, clarifying or enforcing the provisions thereof.


                                       IX.

                      POSTCONSUMMATION MANAGEMENT OF MARKER

         On the  Effective  Date,  the  business  and  affairs of Marker will be
managed  by and  under  the  direction  of a Board of  Directors.  The  Board of
Directors  will  consist  of three  persons.  At or  prior  to the  Confirmation
Hearing,  the Debtors will  disclose the  identities of the members of the Board
and the officers of Marker and will provide information regarding each member to
the extent required by the Bankruptcy Code.

                                       X.

                       GOVERNANCE AND MANAGEMENT OF NEWCO

         The  business  and  affairs  of Newco  will be managed by and under the
direction of the Board of Managing  Partners (the  "Board").  The Members of the
Board will  consist of not less than four or more than seven  managing  members.
Pursuant to the terms of the Operating Agreement,  Marker will be entitled,  but
not required, to nominate one managing member of the Board;  provided,  however,
that such nominee is acceptable to CT. CT will be entitled, but not required, to
nominate  the  remaining  managing  members.  At or  prior  to the  Confirmation
Hearing, Newco will disclose the identities of the managing members of the Board
and other  executive  officers of Newco and will provide  information  regarding
each officer to the extent required by the Bankruptcy Code.


                                       66
<PAGE>


         In the  event of an  Investment  Act  Breach or  Unauthorized  Transfer
Attempt (as such terms are defined in the Operating Agreement),  Marker will not
be  entitled  to  designate  a managing  member of the Board,  and any  existing
nominee of Marker may be removed from the Board by Newco or CT without Cause (as
defined in the Operating Agreement).

         It is  anticipated  that,  within  five  Business  Days  following  the
Closing,  CT will transfer up to an aggregate of 10% of the equity  interests in
Newco to managing members of the Board of Newco. Marker has consented in advance
to any such transfer.

         The Articles of  Association  of Newco provide that the voting right of
each Partner is  proportionate to the value of his or her contribution to Newco,
whereby each 1,000 Swiss Francs  entitles the holder to one vote.  The Partner's
Meeting  is the  supreme  body of Newco  and has  certain  non-delegable  powers
(including,  but not limited to, the power to amend the Articles of Association,
to elect the  managing  members  of the Board,  and to  discharge  the  managing
members and officers). A Meeting of Partners is called by the Board and upon the
written  demand  of  one  or  more  Partners.  An  absolute  majority  of  votes
represented  at the  Meeting  of  Partners  is  required  for  the  adoption  of
resolutions. A majority is calculated according to the total number of votes due
to the  Partners.  A  resolution  of the  Partner's  Meeting  passed by at least
two-thirds of the represented votes is required for certain actions  (including,
but not limited to, an increase in capital, the dissolution of Newco followed by
liquidation,  a change in the Articles of  Association  or any other  resolution
with significant effect on Newco).

         It is a condition  to the Closing  that Newco will have entered into an
employment  agreement  with  Peter  Weaver,  the  current  President  and  Chief
Executive Officer of Marker.

         As long as no Investment Act Breach or  Unauthorized  Transfer  Attempt
(as such terms are defined in the Operating Agreement) has occurred, pursuant to
the Operating Agreement, Newco agrees that it will not take any of the following
actions and CT agrees that it will not cause Newco to take any such actions:

                  (i)  enter  into  any  transaction  with  CT or any  Affiliate
thereof other than  transactions  or agreements  that are not less  favorable to
Newco as would have been  obtained on an arm's  length basis with a third party,
as determined by the good faith judgment of the Board;  provided,  however, that
prior to any such determination,  Newco will provide Marker's nominated managing
member of the Board with all  documentation  and  information  as is  reasonably
requested by the Marker  nominee in order to permit the Marker nominee to review
the determination to be made by the Board;

                  (ii) pay any management or service fees to CT or any Affiliate
thereof other than fees for services actually rendered;

                  (iii) declare any distributions that are limited to the holder
of the CT Equity Interest (the 85% ownership interest in Newco);

                  (iv) amend any provision of Newco's Articles of Association or
Bylaws that would circumvent any provision of the Operating Agreement;

                                       67
<PAGE>

                  (v) consolidate or be a party to a merger (unless Newco is the
surviving entity after giving effect to such consolidation or merger);

                  (vi) convey,  transfer or sell all or substantially all of its
assets (other than to a wholly-owned subsidiary of Newco);

                  (vii)  after  a  conveyance,   transfer  or  sale  of  all  or
substantially  all of its assets to a wholly-owned  subsidiary,  (x) the sale or
transfer of all or a portion of Newco's  ownership  interest in such subsidiary,
(y) the  issuance of  warrants,  options or other rights to acquire an ownership
interest in such  subsidiary  to any person other than Newco or (z) the transfer
or sale of all or substantially all of such subsidiary's assets; and

                  (viii) dissolve, liquidate or wind-up.


                                       XI.

                 VOTING PROCEDURES AND CONFIRMATION REQUIREMENTS

A.       General Voting Requirements

         Pursuant to the  Bankruptcy  Code,  only holders of Claims  against and
Equity  Interests in the Debtors that are Allowed pursuant to Section 502 of the
Bankruptcy  Code or under the provisions of the Plan and that are Impaired under
the terms and  provisions  of the Plan are  entitled to vote to accept or reject
the Plan. The Plan provides that that the following Classes of Claims and Equity
Interests are Impaired and, accordingly,  the Debtors are seeking the acceptance
of the Plan by holders of Allowed  Claims and Equity  Interests in such Impaired
Classes:  Marker  Class 1 (First  Security  Bank  Claim),  Marker Class 2 (First
Mortgage  Claim),  Marker Class 3 (Hypo  Vereinsbank  (New York) Claim),  Marker
Class 4 (Series A Bonds Claim),  Marker Class 5 (German Banks Guarantee Claims),
Marker Class 6 (Foreign Exchange  Contract  Claims),  Marker Class 10 (Preferred
Stock Interests in Marker),  Marker Class 11 (Common Stock Interests in Marker),
DNR USA Class 1 (First  Security Bank Claim),  DNR USA Class 3 (Marker's  Equity
Interests in DNR USA), DNR N.A. Class 1 (First Security Bank Claim) and DNR N.A.
Class 3 (Marker's  Equity  Interests in DNR N.A.).  All other  holders of Claims
including  Allowed  Administrative  Claims,  Allowed  Priority  Claims,  Allowed
Priority Tax Claims,  Allowed Insured Product  Liability  Claims,  Allowed Piero
Claims,  Allowed  Small  General  Unsecured  Claims  Against  Marker and Allowed
General Unsecured Claims Against DNR USA and DNR N.A. are not Impaired under the
Plan and are conclusively presumed to have accepted the Plan pursuant to Section
1126(f) of the Plan and will not receive Ballots.  Although Marker Class 3 (Hypo
Vereinsbank  Claim),  Marker Class 5 (German Banks  Guarantee  Claims),  DNR USA
Class  3  Interests  and DNR  N.A.  Class  3  Interests  will  not  receive  any
distribution or retain any property under the Plan on account of such Claims and
Interests and are deemed to have  rejected the Plan pursuant to Section  1126(g)
of the  Bankruptcy  Code,  the  respective  holders  of such  Claims  and Equity
Interests  have  agreed to accept  the  treatment  accorded  to such  Claims and
Interests under the Plan and will vote to accept the Plan.

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<PAGE>

         The  Bankruptcy  Code provides that only the holders of Allowed  Claims
and  Equity  Interests  are  entitled  to vote on the  Plan.  A Claim or  Equity
Interest which is listed on the Debtors' Schedules as disputed,  unliquidated or
contingent, or, a Claim or Equity Interest to which an objection has been filed,
is not an Allowed Claim or Equity  Interest  unless and until the Court rules on
the objection  and/or allows the Claim or Equity  Interest or, on proper request
under Bankruptcy Rule 3018(a),  temporarily  allows the Claim or Equity Interest
for the purposes of voting on the Plan.

B.       Voting On The Plan

         If a creditor holds a Claim or Equity  Interest  classified in a voting
class under the Plan,  the  creditors'  acceptance  or  rejection of the Plan is
important  and must be in  writing  and  filed on time.  A Ballot  to be used to
accept or reject the Plan has been enclosed  with all copies of this  Disclosure
Statement mailed to holders of Claims and Equity  Interests  entitled to vote on
the Plan.  If a creditor  holds a Claim or Equity  Interest  against  one of the
Debtors,  the Ballot will identify the Debtor against whom the Claim is held. If
A creditor holds a Claim or Equity  Interest  against more than one Debtor,  the
Creditor will receive  separate  Ballots for each Claim or Equity  Interest held
against each Debtor.

         All  votes to  accept  or  reject  the Plan  must be cast by using  the
appropriate  Ballot or, in certain cases, the appropriate  Master Ballot.  Votes
which are cast in any other  manner  will not be  counted.  The  purpose  of the
Master  Ballot  is to  provide  a  mechanism  for an  entity  holding a claim or
interest  on behalf of another  party to be able to vote on such  other  party's
behalf. The Debtors are aware of only one group, the holders of the Common Stock
Interests in Marker,  which may require the use of a Master Ballot. The entities
in whose names the shares of Marker  Common  Stock are  registered  are known as
record holders ("Record Holders"). Some Record Holders may hold shares on behalf
of additional  parties.  The additional  parties are considered to be beneficial
owners  ("Beneficial  Owners"),  and are  entitled  to cast their  votes via the
Record Holder of their shares of Marker Common  Stock.  A Record Holder  holding
shares of Marker Common Stock for  Beneficial  Owners can vote on behalf of such
owners by (a) promptly  distributing  the solicitation  packages  (including the
Plan,  Disclosure  Statement and the appropriate Ballot and postage-paid  return
envelope  addressed  to the  Record  Holder)  to  such  Beneficial  Owners,  (b)
collecting  such Ballots from the  Beneficial  Owners,  (c)  completing a Master
Ballot  by  compiling  the  votes  and  other  information  collected  from such
Beneficial Owners and (d) promptly  transmitting such completed Master Ballot to
the Ballot  Agent.  Record  Owners may cast their own vote on a Ballot or Master
Ballot.  In order for the Record Holder to complete and return the Master Ballot
to the Ballot Agent by the Voting Deadline set forth below,  Beneficial  Holders
must complete and return their Ballots to their Record  Holders so that they are
received no later than 5:00 p.m.  (E.S.T.) on October 18, 1999 (the  "Beneficial
Owners Voting Deadline").

         StockTrans,  Inc. will act as the Ballot Agent in  connection  with the
solicitation  of votes from holders of Marker's  Class 11 Stock  Interests.  All
deliveries, correspondence and questions with respect to Marker Class 11 Common


                                       69
<PAGE>


Stock Interests  Ballots should be directed to the Ballot Agent at the following
address or telephone number: StockTrans, Inc., 7 East Lancaster Avenue, Ardmore,
PA 19003, or Christina Bastas at (610) 649-7300.

         Stroock & Stroock  & Lavan LLP will act as Ballot  Agent in  connection
with the solicitation of votes from holders of Claims or Equity Interests in all
classes other than Marker Class 11 (Common  Stock  Interests).  All  deliveries,
correspondence and questions with respect to all Ballots other than Marker Class
11 Common Stock  Interests  Ballots  should be directed to Edward O. Sassower at
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York, 10038, (212)
806-5515.

         IF YOU  HAVE A CLAIM  OR  INTEREST  THAT IS  IMPAIRED  UNDER  THE  PLAN
ENTITLING YOU TO VOTE AND YOU DID NOT RECEIVE A BALLOT, PLEASE CONTACT EDWARD O.
SASSOWER AT  212-806-5515.  IF YOU HOLD  CLAIMS IN MORE THAN ONE CLASS,  YOU MAY
RECEIVE MORE THAN ONE BALLOT.  YOU SHOULD COMPLETE,  SIGN AND RETURN EACH BALLOT
YOU RECEIVE.

         The Court has fixed the close of business on September  15, 1999 as the
Voting Record Date for determining the holders of Claims and Interests  entitled
to receive a copy of this  Disclosure  Statement and to vote to accept or reject
the Plan.

         After carefully  reviewing the Plan and this  Disclosure  Statement and
its exhibits,  please indicate your vote on the enclosed  Ballot,  sign and date
and return the Ballot in the  envelope  provided.  In voting for or against  the
Plan, please use only the Ballot sent to you with this Disclosure Statement.

         IN ORDER FOR YOUR  BALLOT OR MASTER  BALLOT TO BE  COUNTED,  IT MUST BE
COMPLETED AND SIGNED AS SET FORTH ABOVE AND  RETURNED:  (i) FOR ALL MARKER CLASS
11 COMMON STOCK  INTERESTS  BALLOTS,  TO  STOCKTRANS,  INC., AT 7 EAST LANCASTER
AVENUE, ARDMORE, PA 19003, OR (ii) FOR ALL OTHER BALLOTS, TO STROOCK & STROOCK &
LAVAN LLP, ATTN:  EDWARD O. SASSOWER,  180 MAIDEN LANE, NEW YORK, NY 10038.  ALL
BALLOTS AND MASTER  BALLOTS  MUST BE  RECEIVED BY THE BALLOT  AGENT OR STROOCK &
STROOCK & LAVAN LLP, AS  APPROPRIATE,  NO LATER THAN 5:00 P.M., NEW YORK TIME ON
OCTOBER 22, 1999 (THE "VOTING DEADLINE").

     PLEASE FOLLOW THE DIRECTIONS ON THE ENCLOSED BALLOT CAREFULLY. BALLOTS THAT
ARE  RECEIVED  AFTER THE VOTING  DEADLINE  WILL NOT BE  ACCEPTED  OR USED BY THE
DEBTORS IN SEEKING  CONFIRMATION OF THE PLAN. IT IS OF THE UTMOST  IMPORTANCE TO
THE DEBTORS THAT YOU VOTE PROMPTLY TO ACCEPT THE PLAN.

         Under  the  Bankruptcy  Code,  for  purposes  of  determining   whether
requisite acceptances have been received, only those holders that vote to accept
or reject the Plan will be counted.  Votes  cannot be  transmitted  orally or by
facsimile transmission. Accordingly, it is important that you return your signed
and completed Ballot(s) promptly.  Failure by any holder to send a duly executed
ballot with an original signature will be deemed an abstention by such holder


                                       70
<PAGE>

with  respect  to a vote on the Plan and  will not be  counted  as a vote for or
against  the Plan.  A vote may be  disregarded  if the Court  determines,  after
notice and  hearing,  that such  acceptance  or rejection  was not  solicited or
procured in good faith or in accordance  with the  provisions of the  Bankruptcy
Code or if a Claim was voted in bad faith.  If more than one Ballot is  received
from any holder of an impaired  Claim or Equity  Interest  for the same Claim or
Interest,  the later dated Ballot will be deemed to supersede  the earlier dated
Ballot.

         ANY  EXECUTED   BALLOT  RECEIVED  THAT  DOES  NOT  INDICATE  EITHER  AN
ACCEPTANCE  OT REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN ACCEPTANCE
OF THE PLAN.

C.       Confirmation of the Plan

         1.       The Confirmation Hearing

         Section 1128 of the Bankruptcy  Code requires the Court,  after notice,
to hold a confirmation  hearing. The Confirmation Hearing in respect of the Plan
has been scheduled for October 27, 1999 at 2:30 p.m.,  Eastern Time,  before The
Honorable Mary F. Walrath at the United States Bankruptcy Court for the District
of Delaware,  824 Market Street,  Sixth Floor,  Wilmington,  Delaware 19801. The
Confirmation  Hearing may be adjourned from time to time without  further notice
except  for an  announcement  of the  adjourned  date  made at the  Confirmation
Hearing.  Any objection to  confirmation  must be made in writing and specify in
detail the name and address of the  objector,  all grounds for the objection and
the amount of the Claim or number of shares of common  stock or other  Interests
held by the Objector.  Any such objection must be filed with the Court, together
with proof of service  thereof,  and served so that it is  received by the Court
and the following  parties on or before  October 25, 1999 at 4:00 p.m.,  Eastern
Time:

  Stroock & Stroock & Lavan LLP         Young Conaway Stargatt & Taylor LLP
  Attorneys for the Debtors             Attorneys for the Debtors
  180 Maiden Lane                       Rodney Square North, 11th Floor
  New York, NY 10038                    Wilmington, DE 19801
  Attn: Robert Raskin                   Attn: Laura Davis Jones


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<PAGE>

 O'Melveny & Myers LLP                  Richards, Layton & Finger
 Attorneys for Newco                    Attorneys for Newco
 153 East 53rd Street                   One Rodney Square
 New York, NY 10022                     P.O. Box 551
 Attn: Peter V. Pantaleo                Wilmington, DE 19899-0551
                                        Attn: Thomas L. Ambro
                                              Deborah E. Spivack

         Office of the United States Trustee
         601 Walnut Street
         Curtis Center, Suite 950 West
         Philadelphia, PA  19106

         Objections to  confirmation of the Plan are governed by Bankruptcy Rule
9014 and orders of the Court.

         2.       Requirements for Confirmation of the Plan

         In order for the Plan to be  confirmed,  the  Bankruptcy  Code requires
that the Court determine that the Plan complies with all of the  requirements of
Section 1129 of the Bankruptcy Code and that the disclosures concerning the Plan
have been adequate and have included information concerning all payments made or
promised in connection  with the Plan and the Bankruptcy  Cases.  The Bankruptcy
Code also  requires  that:  (i) the Plan is accepted by all Impaired  classes of
claims and equity interests or, if rejected by an Impaired class,  that the Plan
satisfies the applicable  provisions of Section  1129(b) of the Bankruptcy  Code
such that the Plan "does not discriminate  unfairly" and is "fair and equitable"
as to such class,  (ii) the Plan is  feasible  (that is,  there is a  reasonable
probability   that  the  Debtors  will  be  able  to  perform  their  respective
obligations under the Plan without needing further financial  reorganization not
contemplated  by the  Plan),  (iii)  the  Plan  is in the  "best  interests"  of
creditors and  stockholders  that are Impaired  under the Plan and (iv) that the
Plan has  classified  Claims and Equity  Interests in a permissible  manner.  In
addition,  the Bankruptcy  Code requires that the Plan has been proposed in good
faith and not by any means forbidden by law.

                  (i)      Acceptance

         Except as described herein, the Bankruptcy Code generally requires as a
condition  to  confirmation  that  each  class of Claims  or  Interests  that is
Impaired under the Plan accept the Plan. A Class of Claims has accepted the Plan
if the Plan has been accepted by holders of Claims that hold at least two-thirds
in dollar amount and more than one-half in number of the Allowed  Claims of such
class that  actually  vote to accept or reject the Plan.  Holders of Claims that
fail to vote are not counted as either  accepting or rejecting  the Plan.  Under
the Plan,  Marker Class 1 (First  Security  Bank  Claim),  Marker Class 2 (First
Mortgage Claim), Marker Class 3 (Hypo Vereinsbank (New York) Claim, Marker Class
4 (Series A Bonds Claim),  Marker Class 5 (German Banks Guarantee Claim), Marker
Class 6 (Foreign  Exchange  Contract  Claims),  Marker Class 10 (Preferred Stock
Interests in Marker),  Marker Class 11 (Common Stock  Interests in Marker),  DNR
USA Class 1 (First Security Bank Claim), DNR USA Class 3 (Marker's Equity


                                       72
<PAGE>


Interests in DNR USA), DNR N.A. Class 1 (First Security Bank Claim) and DNR N.A.
Class 3 (Marker's  Equity Interests in DNR N.A.) are Impaired or deemed Impaired
and are  entitled to vote on the Plan.  Marker  Class 7 (Piero  Claims),  Marker
Class 8  (Insured  Product  Liability  Claims),  Marker  Class 9 (Small  General
Unsecured Claims), DNR USA Class 2 (General Unsecured Claims) and DNR N.A. Class
2 (General  Unsecured  Claims) are unimpaired and,  therefore,  are conclusively
deemed to have voted to accept the Plan.

                  (ii)     Best Interests Test

         Before the Plan may be confirmed,  the Bankruptcy  Court must find with
respect to any Impaired  class  containing  members that have rejected the Plan,
that the Plan  provides  that each  holder of a Claim or  Equity  Interest  will
receive or retain  under the Plan on account of such Claim  property  that has a
value,  as of the Effective Date of the Plan, that is not less than the value of
the distribution  each such entity would receive or retain if the Debtor was, on
the Effective Date,  liquidated  under Chapter 7 of the Bankruptcy  Code. As set
forth herein and in the  Liquidation  Analysis  annexed hereto as Exhibit E, the
Debtors believe that this test will be satisfied.

         To  determine  what  members  of each  impaired  Class of Claims  would
receive if the Debtors were liquidated  under Chapter 7, the Court must consider
the values that would be generated from a liquidation of the Debtors' assets and
properties in the context of a  hypothetical  liquidation  case under Chapter 7.
Since the Plan contemplates a sale of Marker's Assets, if the Debtors were to be
liquidated  under  Chapter  7 of the  Bankruptcy  Code  pursuant  to  the  Newco
Agreement,  the result would be similar to the result  achieved  under the Plan.
If, however,  Newco were to determine not to proceed under the Newco  Agreement,
the  alternatives  are uncertain  and  unlikely,  in  management's  opinion,  to
generate  greater values for creditors.  The primary  alternative is a series of
orderly but  piecemeal  going-concern  sales of the  Debtors'  assets,  assuming
offers could be found.  The Debtors  believes the time delay,  added costs,  and
risks of such piecemeal sales could cause reduced  recoveries to creditors.  The
Debtors also believe that distressed sale  liquidations of any of its assets, in
the absence of orderly going-concern sales, would generate substantially reduced
values.  Moreover,  there  is  no  assurance  of  funding  for  Marker  and  its
Subsidiaries during any such liquidation period.

         Further, a conversion of the Chapter 11 cases to Chapter 7 would entail
the mandatory  appointment of a trustee.  Thus,  the costs of liquidation  under
Chapter  7 would  include  reasonable  compensation  payable  to the  Chapter  7
trustee1,  as well as those  which  might be  payable  to  attorneys  and  other
professionals that such trustee may engage.

         To administer  the estates  responsibly,  a Chapter 7 trustee,  and the
trustee's staff and professionals, would necessarily devote substantial time and
effort to  familiarizing  themselves  with the  affairs of the  Debtors  and the
Bankruptcy Case,  including asset dispositions and investigation of claims. This


                                       73
<PAGE>


would likely entail  hundreds of hours of additional  professional  services and
concomitant  expense.  Not only will the costs increase as a result thereof, but
the creditors will suffer a loss on the time value of their money as the Chapter
7 trustee will  necessarily  require more time to liquidate the assets,  resolve
disputed and unliquidated Claims and ultimately make distributions to creditors.

         Further, even assuming that a Chapter 7 trustee employed one or more of
the  Debtors'  current  officers  and  Company's  current  counsel to assist the
trustee,  there would still be an  additional  cost and delay to the estate from
bringing the Chapter 7 trustee up the learning curve.

         Based upon the foregoing  analysis,  it is the view of the Debtors that
in  a  Chapter  7  liquidation  there  (i)  would  be  an  additional  layer  of
administrative  expense  (including  the  trustee's  commissions  and  fees  for
professionals)  which would materially  increase the obligations to be satisfied
out of the funds  remaining  from the sale of the Company's  assets,  and would,
correspondingly, reduce the funds available to satisfy General Unsecured Claims,
(ii) would  likely be  significant  delays in  distributions  and (iii) would be
possible  reductions in  recoverable  values of the Sale Assets and the Excluded
Assets due to the conversion of the case. Thus the Debtors believe that the Plan
meets the "best  interests"  test by providing  each holder of an Impaired Claim
with a recovery that is not less than it would receive pursuant to a liquidation
of the Company under Chapter 7 of the  Bankruptcy  Code as of the Effective Date
of the Plan.

                  (iii)    Feasibility

         Section  1129(a) (11) of the  Bankruptcy  Code  requires a finding that
confirmation of a plan is not likely to be followed by the  liquidation,  or the
need for further  financial  reorganization,  of the debtor or any  successor in
interest,  unless as here,  liquidation is expressly  contemplated  by the Plan.
Given  that the Plan  contemplates  the sale of  substantially  all of  Marker's
business and Assets to Newco in  accordance  with the terms and  conditions  set
forth in the Newco  Agreement,  the Debtors  submit  that no further  showing of
"feasibility" is necessary.  Management  believes that all of the conditions for
Closing  can be  satisfied,  and thus the Plan can  become  effective.  However,
reference is made to Section XIII of this  Disclosure  Statement for an analysis
of risk factors relating to the Plan.

                  (iv)     Classification

         Section  1122  of the  Bankruptcy  Code  sets  forth  the  requirements
relating to  classification  of claims.  Section 1122(a) provides that claims or
interests  may be placed in a  particular  class only if they are  substantially
similar to the other claims or interests in that class. The Debtors believe that
all Classes under the Plan satisfy the requirements of Section 1122(a).

                  (v)      Confirmation   Without  Acceptance  By  All  Impaired
                           Classes

         The  Bankruptcy  Code  contains   provisions  which  could  enable  the
Bankruptcy Court to confirm the Plan, even though the Plan has not been accepted
by all Impaired  classes,  provided  that the Plan has been accepted by at least
one  Impaired  class of Claims  without  including  the votes of  Insiders.  The
Debtors believes that the Plan will be able to meet the statutory  standards set
forth in the Bankruptcy Code.

                                       74
<PAGE>

         Section 1129(b)(1) of the Bankruptcy Code states:

                  Notwithstanding  Section  510(a) of this title,  if all of the
         applicable  requirements  of subsection  (a) of this Section other than
         paragraph (8) are met with respect to a plan, the court,  on request of
         the proponent of the plan, shall confirm the plan  notwithstanding  the
         requirements  of such  paragraph  if the  plan  does  not  discriminate
         unfairly,  and is fair and  equitable,  with  respect  to each class of
         Claims or Equity Interests that is impaired under, and has not accepted
         the plan.

         This Section makes clear that a plan must be confirmed  notwithstanding
the failure of an Impaired  class to accept the plan,  so long as the plan "does
not  discriminate  unfairly" and it is "fair and equitable" with respect to each
class that is Impaired  under,  and has not accepted,  the plan.  This "fair and
equitable" requirement applies only with respect to dissenting classes.

         The  Bankruptcy   Code  sets  forth  three   different   standards  for
establishing  that a plan is "fair and  equitable"  with respect to a dissenting
class,  depending  on whether  the class is  comprised  of secured or  unsecured
Claims or Interests. In general,  Section 1129(b) of the Bankruptcy Code permits
confirmation  notwithstanding  non-acceptance by an Impaired class if that class
and all  classes  junior to it are  treated  in  accordance  with the  "absolute
priority" rule, which requires either that the dissenting class be paid in full,
or if it is not,  that no junior class  receives or retains  property  under the
plan. In addition,  the "fair and  equitable"  standard has been  interpreted to
prohibit any class senior to a dissenting class from receiving under a plan more
than one hundred percent of its Allowed Claims.

         As a further  condition to approving a cramdown,  the Bankruptcy  Court
must find that the Plan does not  "discriminate  unfairly"  in its  treatment of
dissenting Classes. A plan does not "discriminate unfairly" if (a) the Plan does
not treat any dissenting  impaired Class of Claims or Interests in a manner that
is materially  less favorable than the treatment  afforded to another Class with
similar  legal  Claims  against  or  Interests  in the  debtor  and (b) no Class
receives  payments in excess of that which it is legally entitled to receive for
its  Claims  or  Interests.  The  Debtors  believe  that the Plan  meets all the
requirements  of  the  fair  and  equitable  standard,  and  that  it  does  not
discriminate  unfairly as to any Impaired Class of Claims or Interests.  DNR USA
Class 3 and DNR N.A.  Class 3, while deemed to have  rejected  the Plan,  can be
"crammed-down"  under  Section  1129(b)  since no junior class is receiving  any
distributions.

         Under the provisions of the  Bankruptcy  Code, if all of the applicable
requirements  of  subsection  (a) of  Section  1129  are met,  with  the  single
exception that all classes of claims and equity  interests  accept the Plan, the
Plan will  nevertheless be confirmed if the Bankruptcy  Court determines that it
does not  discriminate  unfairly and is fair and  equitable  with respect to any
class which might dissent.

                                       75
<PAGE>

                                      XII.

                             SECURITIES LAWS MATTERS

A.       Investment Company Considerations

         Pursuant to Section 7.4 of the Newco  Agreement,  Marker is required to
conduct its activities so as not to be deemed an "investment  company"  required
to be  registered  under the  Investment  Company  Act of 1940 (the  "Investment
Act").  Pursuant  to the  Operating  Agreement,  if an  "Investment  Act Breach"
occurs,  then Marker will be required,  at the option of Newco,  to transfer its
Equity Interest in Newco to Newco. Under the Operating Agreement,  an Investment
Act Breach  includes,  among other  things,  (i) Marker's  failure to perform or
comply with any term or covenant contained in Section 7.4 of the Newco Agreement
(including its  obligation  not to be deemed an  "investment  company") and such
failure to perform or comply  adversely  affects  any of Newco's or CT's  rights
under the Newco Agreement or Operating Agreement,  (ii) the failure of Marker or
any of its affiliates to give Newco notice of any communication it receives that
alleges  Marker  failed or is failing to comply with the  Investment  Act or the
assumptions  and intentions  set forth in the No  Enforcement  Request and (iii)
such  failure  to  perform or comply  adversely  affects  any of Newco's or CT's
rights  under  the  Newco  Agreement  or  the  Operating  Agreement.  Any of the
foregoing  constitutes an Investment Act Breach requiring  Marker, at the option
of Newco, to transfer its Equity Interest in Newco to Newco. In exchange, Marker
will  receive the  difference  between (x) 15% of the then fair market  value of
Newco  minus (y) such  amounts  payable by Marker to Newco or CT under the Newco
Agreement and/or the Operating Agreement (see "Newco Agreement - Indemnification
and  Offset").  Such  payment  by Newco  may be made in Cash or in the form of a
promissory note bearing  interest at a rate of 5% per annum and payable no later
than three years from the date of issuance of the note.

         Marker   intends  to  implement   the   sale/liquidation   transactions
contemplated  by the Newco  Agreement  and the Plan  without  registering  as an
investment  company under the  Investment Act in reliance on Section 7(a) of the
Investment  Act. The Debtors  believe that the following  facts support its view
that it need not  register  as an  investment  company and will not be deemed an
"investment company" pursuant to the Investment Act:

         (i)      Marker will not engage in any  operating  business  before its
                  liquidation.  It simply will hold the Newco Equity Securities,
                  maintain  its  existence,   satisfying   any   obligations  to
                  creditors  and  others  out of  distributions  from the  Newco
                  Equity   Securities  or   otherwise,   fulfill  its  reporting
                  obligations   and  take  steps  necessary  to  accomplish  its
                  liquidation.  If Marker has cash in excess of its obligations,
                  it intends to distribute the cash to its  shareholders.  If it
                  retains cash to satisfy anticipated obligations, it intends to
                  hold  the  cash in a bank  account,  a money  market  fund or,
                  perhaps, short term money market instruments which it will not
                  trade for gains.

         (ii)     For as  long  as it is  required  by law  to do  so,  it  will
                  continue,  as a reporting company, to disseminate regular 1934
                  Act filings and customary press releases,  which,  among other
                  matters,   will  disclose  the  bankruptcy   proceeding,   the
                  existence  of the  transaction,  Marker's  intention  to cease
                  conducting any business other than that  incidental to holding
                  its sole asset, and its decision to liquidate.

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<PAGE>

         (iii)    Marker will not  advertise  its business or promote  itself on
                  the  basis  of  the  return,  if  any,  on  the  Newco  Equity
                  Securities.

         (iv)     Marker  will not issue  any  additional  securities  requiring
                  registration under the Securities Act of 1933.

         (v)      Marker  will   establish   internal   procedures   to  prevent
                  self-dealing.  The only anticipated transaction between Marker
                  and Newco  will be with  respect  to the  exercise  of Newco's
                  right to purchase its securities that are held by Marker,  and
                  then  only in  accordance  with  the  terms  of the  Operating
                  Agreement.

         (vi)     To permit it to monitor its  investment,  Marker will have the
                  right to  appoint  a  person  to  serve  on  Newco's  Board of
                  Directors.  Newco  will put into  place  minority  shareholder
                  protections  designed to permit  Marker to review the fairness
                  of any  transactions  between the  majority  shareholders  and
                  Newco.

         (vii)    Marker will not reapply for trading in NASDAQ National Markets
                  or any exchange.

         (viii)   Marker will not promote more active trading of its securities.
                  In this  regard,  Marker  will not  engage the  services  of a
                  market maker or advertise its securities' prices or terms upon
                  which they can be bought or sold, nor will it encourage  third
                  parties to do so.

         B.       Hart-Scott-Rodino Antitrust Improvement Act

                  As   of   the   Effective   Date,   no   filings   under   the
Hart-Scott-Rodino  Antitrust  Improvement  Act  will be  necessary  in  order to
consummate the transactions contemplated by the Newco Agreement.

                                      XIII.

                              CERTAIN RISK FACTORS

         HOLDERS OF CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS, SHOULD
READ AND  CONSIDER  CAREFULLY  THE  FACTORS SET FORTH BELOW AS WELL AS THE OTHER
INFORMATION SET FORTH IN THIS DISCLOSURE  STATEMENT PRIOR TO VOTING TO ACCEPT OR
REJECT THE PLAN.  THESE  RISK  FACTORS  SHOULD  NOT,  HOWEVER,  BE  REGARDED  AS
CONSTITUTING  THE  ONLY  RISKS  INVOLVED  IN  CONNECTION  WITH  THE PLAN AND ITS
IMPLEMENTATION.

         There are a number of conditions to the Sale Closing, the occurrence of
the Confirmation Date and the Effective Date under the Plan. See Article VIII of
the Newco  Agreement,  and Article XIII of the Plan.  While the Debtors  believe
that all such  conditions  will be  satisfied,  it cannot  control the timing or
outcome of all of those  conditions.  Failure of  satisfaction of any conditions
under Article VIII of the Newco Agreement might prevent the  consummation of the
Sale and of the Plan.

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<PAGE>

A.       Risk of Non-Confirmation of the Plan

         Although   the  Debtors   believe   that  the  Plan  will  satisfy  all
requirements necessary for confirmation by the Bankruptcy Court, there can be no
assurance that the Bankruptcy  Court will reach the same  conclusion.  Moreover,
there can be no assurance  that  modifications  to the Plan will not be required
for  confirmation  or  that  such   modifications   would  not  necessitate  the
resolicitation of votes.

B.       New Financing for Newco

         One of the  conditions  to the Sale  Closing is that  Newco  and/or the
Subsidiaries  shall have  entered  into a new credit  facility  ("New  Financing
Facility") in order to provide Newco and its  Subsidiaries  with working capital
following the Sale Closing in amounts and on terms and conditions  acceptable to
Newco.  There  can be no  assurance  that  Newco  will be able  to  obtain  such
financing or that such financing will be obtained on acceptable terms.  Pursuant
to the Hypo  Vereinsbank  Settlement  Agreement,  Hypo Vereinsbank has agreed to
provide financing to Marker Deutschland.  See Section  II.A.2(ii).  If, however,
for any  reason  Newco  and/or  the  Subsidiaries  are  unable  to  secure  such
financing, the Sale Closing may not occur.

         The new credit  facility  will  likely  contain,  among  other  things,
certain restrictive  covenants.  A breach of any of these covenants could result
in a default under the New Financing Facility.  Further, the restrictions in the
New Financing Facility will likely restrict Newco's ability to obtain additional
financing  for working  capital,  capital  expenditures  and  general  corporate
purposes.  In addition,  substantially  all of the assets of Marker  Deutschland
will be pledged as security under the New Financing Facility.

C.       Risk Factors Relating to the Newco Securities Distributed to Marker

         1.       Lack of Established Market; Illiquidity

         Newco is a privately held GmbH, and there is no existing market for the
Newco Equity  Securities.  There are no current  expectations  to list the Newco
Equity Securities on any national securities exchange or trading market.

         2.       Dividends

         Newco does not  anticipate  that dividends will be paid with respect to
the Newco Equity Securities.

D.       Newco Financial Projections

         The  financial  projections  for  Newco  included  in  this  Disclosure
Statement are dependent upon the successful  implementation  of Newco's business
plan and the reliability of the assumptions  contained therein.  The projections
reflect numerous assumptions, including confirmation and consummation of the


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<PAGE>

Plan and the  Sale in  accordance  with  their  terms,  the  anticipated  future
performance of Newco,  industry  performance  and economic  conditions and other
matters,  most of which are beyond the control of the Debtors and Newco and some
of  which  may  not   materialize.   In  addition,   unanticipated   events  and
circumstances  occurring  subsequent to the  preparation of the  projections may
affect the financial results of Newco.  While the Debtors and Newco believe that
the assumptions underlying the projections,  considered on an overall basis, are
reasonable in light of current circumstances, no assurances can be, or is being,
given that the  projections  will be  realized.  Therefore,  the actual  results
achieved  throughout the periods  covered by the  projections  may vary from the
projected  results,  and these  variations  may be material.  Nevertheless,  the
Debtors  believe that  confirmation  of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization, of Newco.

E.       Risks Relating to the Marker Common Stock

         1.       Lack of Trading Market for Marker Common Stock

         Marker's  common  stock  traded on the  Nasdaq  National  Market  until
October  28,  1998 and is now  quoted on the  over-the-counter  bulletin  board.
Pursuant  to  Section  7.4 of the Newco  Agreement,  Marker is  prohibited  from
reapplying for trading on the Nasdaq National  Market or any exchange.  Further,
Marker is prohibited from promoting active trading of its common stock,  thereby
preventing  Marker from  engaging the services of a market maker or  advertising
the prices or terms upon which the common stock can be bought or sold. There can
be no assurance that an active trading market will develop.  Further,  there can
be no  assurance  as to the  degree  of price  volatility  in any  such  market.
Accordingly,  no assurance can be given that any holder of Marker's common stock
will be able to sell such common  stock or as to the price at which any sale may
occur. Marker has also agreed not to issue any additional  securities  requiring
registration under the Securities Act of 1933.

         2.       Lack of Dividends

         Marker will not pay any dividends on the Marker Common Stock.

F.       Investment Company Act

         If an Investment Act Breach occurs prior to the exercise of the Option,
Marker  will  be  required  to  transfer  its  Equity  Interest  to  Newco  (see
"Investment  Company  Considerations")  and may not  receive  the benefit of the
appreciation  of the value of its Equity  Interest  in Newco.  In  addition,  if
Marker were forced to register as an  "investment  company" under the Investment
Act,  Marker  would  not be  able  to  conduct  its  activities  as it had  done
immediately prior to the date of the Investment Act Breach.

G.       Significant Holders

         Tauber owns approximately  34.1% (not including  conversion rights with
respect to the Preferred  Stock  Interests) of the  outstanding  common stock of
Marker. As a result, Tauber has the ability to significantly influence matters


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requiring  the  approval of Marker's  shareholders,  including  the  election of
directors.  Further,  the possibility that Tauber may determine to sell all or a
large  portion  of his  shares  of  common  stock in a short  period of time may
adversely affect the market price of the common stock.


                                      XIV.

                         RELEVANT FINANCIAL INFORMATION

A.       Historical Financial Information

         Marker's Annual Report on Form 10-K for the fiscal year ended March 31,
1999 and Marker's  Quarterly  Report on Form 10-Q for the quarter ended June 30,
1999 are  annexed  as  Exhibit C to this  Disclosure  Statement.  The  financial
information is provided to permit the holders of Claims and Equity  Interests to
better understand the Debtors' historical business performance.


B.       Projected Financial Information

         Pro  forma  financial  statements  for  Newco in the form of  Projected
Consolidating  Income Statements,  Projected  Consolidating Cash Flow Statements
and Projected  Consolidating Balance Sheets for Marker and its Subsidiaries (the
"Projections")  for the three-year  period from fiscal year ended March 31, 2000
through  March  31,  2002  (the  "Projection  Period"),   including  adjustments
reflecting  the impact of  consummation  of the Plan, are set forth in Exhibit D
hereto.

         The  Projections  should be read in conjunction  with the  assumptions,
qualifications  and  explanations  set  forth in  Exhibit  D and the  historical
financial  statements for Marker  contained in Exhibit C. Newco does not publish
its business plan or strategies or make external projections or forecasts of its
anticipated financial position or results of operations. Accordingly, Newco does
not anticipate  that it will,  and disclaims any obligation to, furnish  updated
business  plans or  projections  to holders of Claims or Interests  prior to the
Effective  Date,  except as may be  necessary  to meet  legal  requirements  for
Confirmation  of the  Plan,  or to  equity  holders  or  debtholders  after  the
Effective Date, or include such information in documents required to be filed by
Marker with the SEC or otherwise make such information public.

         The Projections  were developed and prepared by the management of Newco
and  Marker  for  purposes  of  determining   whether  the  Plan  satisfies  the
feasibility  standard and whether Newco can meet its obligations  under the Plan
with sufficient  liquidity and capital resources to conduct its businesses.  The
Projections  reflect numerous  assumptions,  including various  assumptions with
respect to the anticipated  future performance of Newco,  industry  performance,
general  business and economic  conditions and other matters,  most of which are
beyond the control of Newco. In addition, unanticipated events and circumstances
may  affect  the  actual  financial  results  of  Newco.  THEREFORE,  WHILE  THE
PROJECTIONS  ARE PRESENTED WITH SOME  SPECIFICITY,  THE ACTUAL RESULTS  ACHIEVED
THROUGHOUT THE PROJECTION PERIOD WILL LIKELY VARY FROM THE PROJECTED RESULTS,


                                       80
<PAGE>


AND THESE VARIATIONS MAY BE MATERIAL.  ACCORDINGLY, NO REPRESENTATION CAN BE, OR
IS BEING MADE, WITH RESPECT TO THE ACCURACY OF THE PROJECTIONS OR THE ABILITY OF
NEWCO TO ACHIEVE THE PROJECTED RESULTS. See Section XIII, "Certain Risk Factors"
for a  discussion  of certain  factors  that may  affect  the  future  financial
performance  of Newco and of various  risks  associated  with the  securities of
Newco to be issued under the Plan

         While the management of Newco believes that assumptions  underlying the
Projections for the Projection Period,  when considered on an overall basis, are
reasonable in light of current circumstances,  no assurance can be, or is being,
given that the  assumptions  underlying the Projections are accurate or that the
results  embodied in the  Projections  will be  realized.  Holders of Claims and
Equity Interests entitled to vote on the Plan must make their own determinations
as to  the  reasonableness  of  such  assumptions  and  the  reliability  of the
Projections in reaching their  determinations of whether to accept or reject the
Plan.

                                       XV.

                    ALTERNATIVES TO CONFIRMATION OF THE PLAN

         As noted above, pursuant to the Newco Agreement, Marker intends to sell
the Sale Assets to Newco in exchange for the Newco Equity  Securities.  However,
confirmation  of the Plan is a condition  to the Closing and thus if the Plan is
not confirmed,  the Closing of the Newco Agreement may not occur in the absolute
discretion of Newco.

         If Marker cannot  consummate the Newco  Agreement,  its options include
(i) a search  for a new  purchaser  for its stock or all of its  Assets;  (ii) a
search for piecemeal  purchasers of the various  businesses;  (iii) a standalone
reorganization  or  dismissal  of the  Bankruptcy  Cases;  or (iv) a  Chapter  7
liquidation.  With respect to alternative sale options,  as discussed more fully
in Section XI.C.2 above,  the Debtors believe that piecemeal sales of its assets
in Chapter 11 or Chapter 7 will be costly,  uncertain of  occurrence,  and cause
greater  delay and could  potentially  result in lesser  recoveries to creditors
than the currently  proposed Plan.  Further,  based on the solicitation  process
conducted by the Debtors'  financial  advisor in late 1998, the Debtors  believe
that it is unlikely that a better offer can be obtained from a single purchaser,
and knows of no other single purchaser that might be interested in acquiring all
of its Assets.

         The Debtors  believe that the proposed  Plan is in the best interest of
its creditors  because under the Plan it is expected that holders of Claims will
receive in excess of what  otherwise  would be  recovered by such holders if the
Debtors were liquidated  under Chapter 7, sold  piecemeal,  if the Debtors did a
standalone reorganization or if their Bankruptcy Cases were dismissed.


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<PAGE>

                                      XVI.

                    CERTAIN UNITED STATES FEDERAL INCOME TAX
                            CONSEQUENCES OF THE PLAN

         THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN SIGNIFICANT  POTENTIAL
UNITED STATES  FEDERAL INCOME TAX  CONSEQUENCES  OF THE PLAN WITH RESPECT TO THE
COMPANY AND HOLDERS OF COMMON  STOCK  INTERESTS  IN THE COMPANY  ("COMMON  STOCK
HOLDERS").  THE  DISCUSSION IS BASED UPON LAWS,  INCLUDING THE INTERNAL  REVENUE
CODE OF 1986,  AS  AMENDED  (THE "TAX  CODE"),  REGULATIONS,  RULINGS  AND COURT
DECISIONS  NOW IN EFFECT,  ALL OF WHICH ARE  SUBJECT TO  CHANGE,  POSSIBLY  WITH
RETROACTIVE  EFFECT. THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO COMMON
STOCK  HOLDERS  MAY VARY  BASED ON THE  PARTICULAR  CIRCUMSTANCES  OF EACH  SUCH
HOLDER.  THIS SUMMARY DOES NOT ADDRESS  ASPECTS OF UNITED STATES  FEDERAL INCOME
TAXATION  APPLICABLE  TO COMMON  STOCK  HOLDERS  WHICH ARE  SUBJECT  TO  SPECIAL
TREATMENT  FOR UNITED  STATES  FEDERAL  INCOME TAX PURPOSES  INCLUDING,  BUT NOT
LIMITED TO, FINANCIAL INSTITUTIONS, TAX-EXEMPT ENTITIES, INSURANCE COMPANIES AND
FOREIGN PERSONS. EXCEPT TO THE EXTENT SPECIFICALLY DISCUSSED BELOW, IT ALSO DOES
NOT DEAL WITH THE ONGOING TAX  CONSEQUENCES  OF HOLDING AN INTEREST IN NEWCO, OF
ANY OPTIONAL PURCHASE OF NEWCO OWNERSHIP  INTERESTS BY CT, OR OF THE LIQUIDATION
OF THE COMPANY.  MOREOVER,  THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
CERTAIN  ASPECTS OF THE PLAN ARE  UNCERTAIN  DUE TO A LACK OF  DEFINITIVE  LEGAL
AUTHORITY.  NO RULING HAS BEEN  OBTAINED OR WILL BE REQUESTED  FROM THE INTERNAL
REVENUE  SERVICE  (THE "IRS") WITH RESPECT TO ANY OF THE UNITED  STATES  FEDERAL
INCOME TAX  ASPECTS OF THE PLAN,  AND NO OPINION OF COUNSEL  HAS BEEN OR WILL BE
OBTAINED BY THE DEBTORS  WITH  RESPECT  THERETO.  EACH  COMMON  STOCK  HOLDER IS
STRONGLY  URGED TO CONSULT  ITS OWN TAX  ADVISOR  REGARDING  THE  UNITED  STATES
FEDERAL,  STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN, AND THE
FOREIGN INCOME AND OTHER FOREIGN TAX CONSEQUENCES OF THE PLAN.

         AS THIS  DISCUSSION  DOES NOT PURPORT TO ADDRESS ANY HOLDERS OF ALLOWED
CLAIMS OR PREFERRED STOCK INTERESTS, EACH SUCH HOLDER SHOULD CONSULT ITS OWN TAX
ADVISORS  REGARDING THE UNITED STATES FEDERAL,  STATE AND LOCAL INCOME AND OTHER
TAX  CONSEQUENCES  TO IT OF THE PLAN  (INCLUDING  WHETHER  SUCH  HOLDER  WILL BE
ENTITLED TO TAKE A LOSS IF IT DOES NOT RECEIVE A FULL  RECOVERY OF ITS  CLAIMS),
AND THE  FOREIGN  INCOME AND OTHER  FOREIGN TAX  CONSEQUENCES  TO IT OF THE PLAN
(INCLUDING THE SWISS OR OTHER FOREIGN INCOME AND WITHHOLDING TAX CONSEQUENCES OF
HOLDING ANY NOTES ISSUED TO SUCH HOLDER BY NEWCO).

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<PAGE>

A.       Tax Consequences to the Company

         The Debtors,  together  with the other  members of their United  States
consolidated  group,  anticipate  reporting on their consolidated  United States
federal  income  tax  return  for the  taxable  year  ended  March 31,  1999 net
operating losses and loss carryovers  ("NOLs") of  approximately  $41.0 million.
The amount of these NOLs,  however,  remains  subject to  examination  in future
taxable  years,  and there is no  assurance  that they  might not be  reduced or
substantially limited by the IRS. In addition, as discussed below, the amount of
these NOLs will be reduced in connection with certain discharges of indebtedness
resulting from the consummation of the Plan and the gain, if any, resulting from
the transfer of  substantially  all of the Company's assets to Newco pursuant to
the Newco  Agreement.  The availability of these NOLs may also be subject to the
limitations of Section 382 if there has been, or there is in the future, certain
direct or indirect  changes in the stock  ownership of the Debtors (see "Section
382 Limitation on Use of NOLs and Future Deductions," below). In accordance with
the Plan, all amounts  payable in respect of an Allowed Claim will be treated by
the Company as having been applied first in payment of accrued interest, if any,
and then in payment of the principal amount with respect to such Allowed Claim.

         1.       Discharge of Indebtedness

         Under the Tax Code, a taxpayer  generally  must include in gross income
the amount of any  cancellation of indebtedness  ("COD") income that is realized
during the taxable year. COD income is the difference  between the amount of the
taxpayer's  indebtedness  that  is  canceled  and the  amount  or  value  of the
consideration exchanged therefor. Section 108 of the Tax Code, however, provides
that a debtor in a bankruptcy proceeding is not required to recognize COD income
(the  "Bankruptcy  Exception"),  but must  instead  reduce  certain  of its "Tax
Attributes" by the amount of unrecognized COD income.  "Tax Attributes"  include
NOLs,  capital losses and loss  carryovers,  certain tax credits and, subject to
certain  limitations,  the tax basis of  property.  The Tax  Attributes  are not
reduced,  however,  until  after  the tax for the  year of  discharge  has  been
determined.  COD income is also not recognized  with respect to the discharge of
indebtedness which, if paid, would have given rise to a deduction.

         It is expected  that any COD income  realized  by the  Debtors  will be
applied  against and reduce the amount of the Debtors' NOLs.  Because,  however,
the  reduction  in Tax  Attributes  is made after the  determination  of any tax
imposed for the taxable year of the discharge, any reduction in the Debtors' Tax
Attributes  should not affect the  determination  of the United  States  federal
income tax liability of the Debtors in respect of gains, if any, recognized upon
the transfer of the  Company's  assets to Newco under the Newco  Agreement  (see
"Tax Consequences of Transfer of Assets to Newco," below).

         2.       Tax Consequences of Transfer of Assets to Newco

          CT has  agreed in the Newco  Agreement  to cause  Newco to elect to be
treated as a partnership  for United  States  federal  income tax purposes.  The
transfer of  substantially  all of the Company's assets to Newco pursuant to the
Newco Agreement in connection with the consummation of the Plan will be treated


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<PAGE>


as a contribution  of assets to a partnership,  or as a partial sale and partial
contribution.  Generally,  no loss  may be  recognized  on the  contribution  or
partial  contribution.  Gain or loss  will be  recognized  to the  extent of any
partial  sale.  The Company  will also  recognize  gain in  connection  with the
contribution (or partial contribution) if the liabilities assumed by Newco under
the Newco Agreement which are treated for tax purposes as allocated to CT exceed
the Company's  aggregate tax bases in its assets  contributed to Newco. Based on
existing IRS tax rules, it is not expected that there will be any such gain. Any
portion of the NOLs of the  subsidiaries  of the Company that are transferred to
Newco generally will not be available to the Company following the transfer, and
the use of any such NOLs by the  subsidiaries  transferred  to Newco to  shelter
their own income likely will be substantially limited under the rules of Section
382 discussed below.

         The IRS has the authority to issue  regulations which could require the
Company to recognize income from certain  intangible assets transferred to Newco
commensurate with income generated by such assets.

         3.       Section 382 Limitation on Use of NOLs and Future Deductions

         Section 382 of the Tax Code limits or eliminates  the ability of a loss
corporation  to  utilize  NOLs  and  certain  so  called   "Built-In  Losses  or
Deductions"  following  a more than  fifty  percent  (50%)  change in  corporate
ownership within a three-year period (an "Ownership  Change").  The general rule
is that following an Ownership Change, the maximum amount of a corporation's NOL
that can be used in any  post-change  year is equal to the value of the stock of
the corporation  immediately prior to such Ownership  Change,  multiplied by the
federal tax exempt rate (the "Annual  Limitation").  If, however,  a corporation
does not continue its business  enterprise  for two years  following the date of
its Ownership Change,  such corporation will not be able to use any of its NOLs.
Further,  if there is a net "Built-In  Loss"  (generally,  the amount by which a
company's tax basis for its assets  exceeds the fair market value of such assets
on the  date  of the  Ownership  Change)  or  there  are  "Built-In  Deductions"
(generally, any amounts which are allowable as deductions following an Ownership
Change,  but which are  attributable to events  occurring prior to the Ownership
Change), any losses or deductions realized within the five-year period following
an  Ownership  Change  (which  are  attributable  to such  "Built-In  Losses" or
"Built-In Deductions") are also subject to the Annual Limitation.

        While the redemption of the Preferred  Stock  Interests  pursuant to the
Plan will result in an  ownership  shift,  the  Debtors do not believe  that the
consummation  of the  Plan  and  the  transactions  contemplated  by  the  Newco
Agreement will result in an Ownership  Change. No assurance can be given that an
Ownership Change will not occur in the future (as a result of past,  current and
future  ownership  shifts,  when viewed  together)  and limit or  eliminate  the
Company's ability to utilize its NOLs,  Built-In Losses and Built-In  Deductions
in the  future.  Upon  consummation  of the Plan,  the books and  records of the
United  States  subsidiaries  of the  Company  will be closed  and the  activity
through that date shall be included in the Company's  consolidated United States
federal  income tax return for the year ending March 31, 2000. The activities of
the United States  subsidiaries  subsequent to  consummation of the Plan will be
separately reported by each subsidiary on its own tax return. The utilization of
any NOL  carryforwards  of the United States  subsidiaries of the Company likely
will be limited  significantly  by the rules of Section 382 due to the change in
ownership  resulting from the transfer of ownership in the  subsidiaries  of the
Company to Newco.

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<PAGE>

         4.       Alternative Minimum Tax
         Corporations  are  subject to an  alternative  minimum tax ("AMT") at a
rate of twenty (20%) percent.  For purposes of calculating  alternative  minimum
taxable  income  ("AMTI"),  the AMT NOL may not reduce  AMTI by more than ninety
(90%)  percent.  This  would have the  effect of  subjecting  any income or gain
earned by the  Debtor  (other  than any COD income  incurred  as a result of the
Plan)  which is not  sheltered  by current  deductions  or losses to a tax at an
effective rate of two (2%) percent (i.e., 10% times 20%).

         5.       Ownership of Interest in Newco

         Because an election  will be made to treat Newco as a  partnership  for
United  States  federal  income tax  purposes,  the  Company  generally  will be
required  to take  account of its  allocable  share of Newco's  items of income,
gain,  deduction,  loss and credit when  determining  its United States  federal
income tax  liability.  Accordingly,  it may be  required  to include an item of
income currently without receiving a commensurate distribution from the Company.
Gain or loss will also be realized by the Company if CT exercises  the option to
acquire the Company's interest in Newco.

B.       Tax Consequences to the Common Stock Holders

         Because,  pursuant to the Plan,  the Common  Stock  Holders will retain
their Common Stock Interests in the Company,  the  consummation of the Plan will
not result in a taxable  event to such  holders.  Accordingly,  the Common Stock
Holders  will not  recognize  any gain or loss as a result  of the  transactions
contemplated  by the  Plan and  their  holding  period  in  their  Common  Stock
Interests will include their holding period in such Common Stock Interests prior
to the  consummation  of the Plan.  All Common Stock Holders  should review "Tax
Consequences to the Company" above to understand the effects of the Plan and the
Newco  Agreement  on their  investment.  At the time the Company is  liquidated,
Common  Stock  Holders  will  generally  recognize  gain (or loss)  equal to the
positive  (negative)  difference  between  the amount,  if any,  received on the
liquidation  and their tax basis in their  Common Stock  Interests.  The gain or
loss will generally be a capital gain or loss.

C.       Importance of Obtaining Professional Tax Assistance

         The  foregoing is intended as a summary  only,  and is not a substitute
for careful tax planning with a tax  professional.  The United  States  federal,
state and local income and other tax  consequences  of the Plan,  as well as the
foreign tax consequences of the Plan, are complex and, in some cases, uncertain.
Such  consequences  may also vary based on the particular  circumstances of each
Common Stock Holder. Accordingly,  each Common Stock Holder is strongly urged to
consult  with  his,  her or its own tax  advisor  regarding  the  United  States
federal, state and local, and foreign tax consequences under the Plan.

                                       85
<PAGE>


                                      XVII.

                                   CONCLUSION

         The Debtors believe that the Plan provides the best possible recoveries
for creditors and Equity Interest holders that can be achieved in any reasonable
time  frame and that  possible  alternatives  are  likely  to result in  delayed
distributions for all and ultimately diminished recoveries for holders of Claims
and Equity  Interests.  Therefore,  the  Debtors  urge all holders of Claims and
Equity Interests entitled to vote to accept the Plan.

Dated:   September 22, 1999

                      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

                                       86
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1        Section  326(a)  of the  Bankruptcy  Code  provides  that a  chapter  7
         trustee's  compensation  shall not exceed 3% of the moneys in excess of
         $1  million  disbursed  or  turned-over  in the case by the  trustee to
         parties-in-interest, including holders of secured claims.