HYPO BANK
                     Bayerisch Hypomeken- und Wachsel-Bank
                               Aldiongosollxchaft



                                New York Branch

Financial Square                        Phone:         General (212)248-0650
New York, NY 10005                                     Forox   (212)809-1000
Postal Address:                                        MMKT    (212)809-1370
P.O. Box 810                                           Fax     (212)440-0798
New York, NY 10288/USA                  Cable Address: hypobank Nyk
                                        Telex          Forx TRT 170921 Hypo FxUt
                                                       TRT 175850 Hypo-Bank NYK
                                                       TRT 175851 Hypo-Bank NYK
                                        General:       WU Dom.   6400248


                               December 27, 1996

Marker International
Mr. Brad L. Stewart
1070 West 2300 South
Salt Lake City, Utah 84119


Dear Brad,

We are pleased to send you the revised  version of the Promissory  Note.  Please
execute the original and send it back via FedEx.

Thank you very much for your cooperation.

Best regards

                     Bayerische-Hypotheken- und Wechsel-Bank
                               Aktiengesellschaft
                                New York Branch


                /s/ Christine Elcik                    /s/ Yoram Dankner
                -------------------                    ----------------- 
                  Christine Elcik                         Yoram Dankner
                  Banking Officer                      Senior Vice President













Public Limited Company entered in the        Chairman of Supervisory Board:
Commercial Register of the Munich            Dr. jur. Klaus Gotte
District Court, Section 8. No. 4900
Registered Office Munich.


Members of the Board of                      Martin Kolsch, Dr. Eberhard Martini
Managing Directors:                          Wemer Munstermann
Dr. Hans Fey, Dr. Hans H. Friedl             Dr. Martin Schutte
Dr. Joachim Hausser, Dr. Klaus Heiss         Josef F. Wertschulte
Dr. Peter Hoch, Franz Huber                  (01/96)


<PAGE>
            Second Restated and Amended Promissory Note (the "Note")

                                                   Dated as of December 18, 1996

For value received, MARKER INTERNATIONAL, a corporation organized under the laws
of the State of Utah, with its principal place of business  located at 1070 West
2300 South,  Salt Lake City,  Utah 84126  ("Borrower"),  hereby  unconditionally
promises  to  pay  to the  order  of  BAYERISCHE  HYPOTHEKEN-  UND  WECHSEL-BANK
AKTIENGESELLSCHAFT, acting through its New York Branch ("Lender"), at its office
at 32 Old Slip,  Financial Square,  32nd floor, New York, New York 10005, or any
other branch or office of Lender which it shall  designate, the principal sum of
Seven  Million  Two Hundred Eighty Four Thousand Two Hundred Five Deutsche Marks
and  forty  Two  Pfennigs  (DEM  7,284,205.42)("Principal")  on April  15,  1998
("Maturity  Date"),  and to pay  interest  thereon,  to the extent  permitted by
applicable law in accordance with the following:

1. Interest.
(a) Interest  shall accrue (i) for the period from the Effective  Date,  through
December  27, 1996 at 4.6875% per annum;  (ii) for the period from  December 27,
1996 through and  including  April 15, 1997 at 4.8125% per annum;  and (iii) for
the period thereafter at Borrower's option of (x) a rate to mutually agreed upon
between Borrower and Lender,  or (y) at a rate per annum equal to one point five
percent (1.5%) above LIBOR (as defined below) for interest periods of 1,2,3 or 6
months (each period set forth herein shall be an "Interest Period").

(b) "LIBOR"  shall mean that rate of interest,  as  determined  by Lender in its
sole judgment,  at which,  for a Interest Period  commencing on the date of each
borrowing  ("Borrowing")  and, if applicable,  each successive  Interest Period.
Deutsche Mark deposits in an amount equal to the outstanding  Principal shall be
offered to Lender in the London Interbank market at approximately 11 a.m. London
time two  Business  Days (as  defined  below)  prior  to the  first  day of such
Interest  Period,  whether or not borrower shall have notice  thereof:  provided
that LIBOR is  available,  and  provided  further,  that each such period  shall
commence on the day on which the immediately  preceding period expires. If LIBOR
shall be deemed  unavailable,  interest  shall  accrue  at a per  annum  rate to
mutually agreed to by Lender and Borrower.  LIBOR shall be deemed unavailable if
no deposit in the amount of the  outstanding  Principal  hereunder  based on the
Interest Period selected is readily obtainable by Lender in the London Interbank
market, as determined by Lender in its sole judgment.

(c) As used herein.  "Business Day" shall mean any day on which commercial banks
in Frankfurt,  Federal  Republic of Germany,  London,  England and New York, New
York are open for general business.

(d)  Except  as  otherwise  provided  herein,   interest  shall  accrue  on  the
outstanding  Principal  form the date hereof (the  "Effective  Date")  until its
payment  to Lender  in full,  computed  on the  basis of a 360-day  year and the
actual number of days elapsed.  Accrued interest shall be paid to Lender, (i) on
the Maturity Date, (ii) on the last day of each Interest Period,  (iii) when the
Interest  Period is longer  than three  months,  every  three  months  after the
Initial  Day,  (as defined  below) and (iv) whenever else a payment of Principal
shall be make of shall become payable.

(d)  Notwithstanding  any provision to the contrary contained herein, (i) if the
last day of an Interest  Period falls on a day other than a Business  Day,  then
the last  day of the  Interest  Period  shall  be  extended  to fall on the next
succeeding  Business Day,  unless such extension would cause the last day of the
Interest  Period to occur in the next following  calendar month, in  which case,
the Interest Period shall end on the immediately preceding Business Day; (ii) if
any Interest  Period begins on the last  Business Day of a calendar  month (or a
day for which there is no numerically corresponding day in the calendar month at
the end of such Interest  Period),  then it shall end on a day which is the last
Business Day of the applicable  calendar month: and (iii) no Interest Period may
be selected that would end later than the Maturity Date.

2.  Prepayments.
The  Principal may be paid before the Maturity  Date,  only if Lender shall have
given its prior written consent. With such a prepayment, Borrower shall also pay
accrued  interest  and any  other  amounts  owed to  Lender  in  respect  of the
Borrowing and shall  reimburse  Lender for any fee, cost,  expense or loss which
Lender  shall incur or suffer,  in an amount to be  determined  by Lender in its
sole  discretion,  because of early  payment  of  Principal  including,  but not
limited  to, any fee,  cost,  expense or loss which  Lender  shall  incur in the
redeployment of its funds.


<PAGE>

3.Payments. 
(a) Each  payment due under this Note shall be made in  immediately
available  funds at the  office  of  Lender or to such  account  as  Lender  may
designate to Borrower without any setoff,  withholding or deduction of any kind.
Whenever any payment to be made  hereunder  would without this  provision be due
and  payable on a day which is not a Business  Day,  it shall be due on the next
succeeding Business Day.

(b) Lender  shall apply  payments  received  from or for the account of Borrower
first to accrued, unpaid  interest  due Lender and next to sums due Lender other
than Principal, notwithstanding any direction by Borrower to the contrary.

(c) All payments of Principal,  interest and any other sums due hereunder  shall
be made in the amounts  required  hereby without any reduction or setoff (unless
based on a final judgment in which execution may be had),  notwithstanding  the
assertion of any right of recoupment or setoff or any counterclaim,  and without
any  withholding  on account of taxes,  levies or duties or any other  deduction
whatsoever,  In the event that  Borrower  is  required  by law to withhold or to
deduct any sum from payments  required  hereby,  Borrower  shall,  to the extent
permitted by  applicable  law,  increase the amount paid by it to Lender by such
withholding  or  deductions  as may be necessary so that Lender shall receive an
amount which after payment of any sum withheld or deducted shall be equal to the
amount  that  Lender  would  have  received  had such sum not been  withheld  or
deducted.

(d) In the event that  Borrower  does not cause a payment to be made when and as
due to Lender,  Lender may charge the amount due to any account of Borrower with
Lender or any other branch or any subsidiary of Lender and apply funds from such
account to the payment  due,  unless  Lender  shall have agreed  expressly  with
Borrower not to do so.

4. Interest  Selection  Notice.
(a) to request an  Interest  Rate  and/or  Interest  Period,  borrower  shall in
communication  to  Lender  (the  "Notice")  refer to this Note and  specify  the
Interest Rate being selected,  and if applicable,  the duration of such Interest
Period and the Business Day on which the Interest  Rate and /or Interest  Period
is to commence  ("Initial  Day"). to be effective,  a Notice must be received by
Lender at least two full business days prior to the Initial Day. A Notice not in
writing shall be deemed to have been complete and in accordance  with the record
Lender makes of the Borrowing.

(b) By requesting an Interest Rate and/or  Interest  Period,  Borrower  shall be
deemed to represent that, as of the date of the request, the Representations and
Warranties of Section 5 hereof remain  accurate and that no Event of Default (as
defined  below) or an event  which,  with the giving of notice or the passage of
time, or both,  would become an Event of Default,  will result or have resulted.
No  selection  of an Interest  Rate and/or  Interest  Period  shall be effective
unless all such  Representations and Warranties shall then be true and correct[.
and Lender shall have received in form and substance  satisfactory to Lender and
its counsel,  certificates of corporate  officers of Borrower or other evidence,
reasonably requested by Lender, as to its corporate existence,  its authority to
act and to perform as contemplated  hereby,  the identity of its officers acting
on its behalf in connection  with this  Agreement and their  authority to act on
its behalf].

5. Representations and Warranties.
By executing and delivering this Note, Borrower represents and warrants that

(a) Borrower is a corporation  duly  organized,  validly  existing,  and in good
standing and qualified to do business in the  jurisdiction of its  incorporation
and states in which it is operating:  (b) Borrower has full power and authority,
not restricted by any  law or governmental  regulation,  to execute  and deliver
this Note and to perform its obligations as contemplated  hereby;  (c) execution
and delivery of this Note has been duly authorized and it is being duly executed
and  delivered  to Lender;  upon  delivery it will  evidence a valid and legally
binding  obligation of Borrower,  enforceable in accordance with its terms;  (d)
Borrower is not in default in the performance,  observance or fulfillment of any
obligation,  covenant or condition  contained in any agreement or instrument  to
which Borrower is a party,  in which the aggregated  defaulted  amounts equal or
exceed Two Hundred Thousand United States Dollars ($200,000.00);


<PAGE>

(e)  execution  and delivery of this Note is not in  violation  of, nor is it an
event of  default,  or an event  which  with the  passage  of time or service of
notice may become an event of default,  under any  agreement  or  instrument  to
which Borrower is a party;

(f) execution and delivery of, and performance  under, this Note will not result
in  the  creation  or  imposition  of any  security  interest  in,  or  lien  or
encumbrance upon, any asset of Borrower except in favor of Lender;

(g) Borrower  has  filed  all  tax  returns and any other reports to  government
agencies which it is required by law to file; and

(h)  Borrower's  financial   statements,   including  any  schedules  and  notes
pertaining  thereto,  are, and have been,  prepared in accordance with generally
accepted accounting principles consistently applied except as noted in them, and
fully and fairly  present,  at the dates  thereof,  the  financial  condition of
Borrower and if prepared on a consolidated basis, subsidiaries of Borrower (such
subsidiaries  hereinafter  "Consolidated  Subsidiaries"),  and  the  results  of
operations for the period covered  thereby;  there has been no material, adverse
change in the  financial  condition or business of Borrower or any  Consolidated
Subsidiary  since the date as of which the  statements  last  received by Lender
were prepared (which, as of the date hereof, is March 31, 1996).

6. Events of Default Any person,  corporation  or other entity that (i) directly
or indirectly  through one or more  intermediaries  is controlled by Borrower or
(ii) has given, a guaranty,  pledge, security agreement,  mortgage,  conditional
assignment,  comfort letter or other commitment to secure or support  Borrower's
obligations to Lender shall hereafter be referred to as an  "Affiliate".  If any
of the following events ("Events of Default") shall occur, namely

(a) any  representation or warranty set forth in this Note, in an document given
in  connection  with it or otherwise  made in  connection  with any extension of
credit by Lender to Borrower shall prove to have been false or misleading in any
material respect when made or deemed to have been made; or

(b)  Borrower  shall  fail  to pay  to  Lender  any  Principal  when  and as due
hereunder;  or for five days  Borrower  shall  fail  either to pay to Lender any
other sum when and as due  hereunder to to comply with any other  obligation  of
Borrower  under this Note;  or any document  given in  connection  with it or to
fulfill any  condition  to the  Borrowing  which  shall not have been  expressly
waived in a  writing  signed by two  officers  of  Lender;  or  Borrower  or any
Affiliate shall fail to pay when and as due and payable or within any applicable
grace  period any  indebtedness  of an amount  material in respect of his or its
financial  condition or business,  or shall default with respect to any evidence
of indebtedness or any obligation for borrowed money in such an amount,  or with
respect to the performance of any other  obligation  incurred in connection with
any such indebtedness or obligation; or

(c)  Borrower  shall not,  within ten days after  Lender's  request and Lender's
agreement  to  any  reasonable   requirement  for   confidential   treatment  of
information  receive,  provide to Lender information  Borrower has pertaining to
its  business or  finances,  or to the  business or finances of an  Affiliate or
allow the inspection during business hours of his or its books and records; or

(d) a final judgment shall be entered  against  Borrower or an Affiliate for the
payment  of money in an  amount  material  in  respect  of his or its  financial
condition or business,  or it shall have, or may reasonable be expected to have,
a material,  adverse effect on his or its financial  condition or business,  and
the same shall remain  unsatisfied  for a 30-day period during which it might be
executed  upon;  or any writ or warrant of  attachment  or  execution or similar
process shall be issued or levied  against  Borrower's or  Affiliate's  property
having a book value in an amount  material  in  respect of his or its  financial
condition or business, and the same shall not be discharged,  released,  vacated
or bonded within 30 days after its issue or levy; or a judgment  creditor  shall
by any means, including levy, distraint, replevin or self-help, obtain actual or
constructive  possession of Borrower's or an Affiliate's  property having a book
value in an amount  material  in respect of his or its  financial  condition  or
business,  or such possession shall have a material adverse effect on his or its
financial condition or business; or

(e)(i)  Borrower  generally shall not pay its debts as they become due, or as it
becomes insolvent or suspends its usual business; (ii) Borrower shall enter into
an agreement  with its creditors to reduce its  obligations  to them or to defer
their  fulfillment,  make a general assignment for the benefit of its creditors,


<PAGE>


commence  any  proceeding  relating  to it under any  Chapter to Title 11 of the
United States code or seek any other form of relief from its creditors or from a
court or  governmental  agency  pursuant to any law,  statue or procedure of any
jurisdiction  (federal,   state  or  foreign)  for  the  relief  of  financially
distressed debtors (each of the foregoing a "Debtor Relief Procedure");  (iii) a
Debtor Relief  Procedure  shall be commenced  against  Borrower and shall not be
dismissed or otherwise  terminated  within 30 days; or (iv) Borrower  shall take
any action to effect any event  described in clauses (i),  (ii) or (iii) of this
subsection;  term  "Borrower"  used in this  subsection  shall also  include any
Affiliate; or

(f) there shall have been any other  material,  adverse  change in the financial
condition, business or operations of Borrower or any  Affiliate or the condition
or affairs of Borrower or any  Affiliate  shall change in such a manner that, in
the opinion of Lender,  its credit risk is increased or Lender shall deem itself
insecure,  and  Lender  shall  have  given  Borrower  notice  of such  change or
insecurity  and Borrower shall not have  eliminated  such risk within 30 days of
such notice; or

g) this Note, or  any guaranty of Borrower's or an  Affiliate's  obligations  to
Lender or any agreement or commitment securing or supporting any such obligation
shall be declared by a court of competent  jurisdiction  to be not in full force
and effect or shall for any other reason cease to be fully enforceable in courts
within the United States having  jurisdiction  over Borrower; or the validity or
enforceability of any of the foregoing shall be challenged,  denied or contested
by Borrower,  any Affiliate,  or person acting  by or through either Borrower or
any Affiliate, or any person having possession,  custody or any control over any
property of Borrower or any Affiliate, or any governmental office or agency; or

(h)  Borrower  shall,  without  Lender's  written  consent  signed by two of its
officers, transfer or grant or allow to attach a security interest in, Borower's
interest in (i) any asset without  receiving fair  consideration  for it or (ii)
except in the ordinary course of its business, any asset having a value material
to  Borrower's  financial  condition  or  that  is  material  to the  successful
operation of Borrower's business; or

(i) there shall occur any seizure, vesting or intervention by or under authority
of any government by which the management of Borrower or any Affiliate  shall be
displaced, or its authority in the conduct of its business shall be curtailed or
impaired;

thereupon,  by Lender giving notice thereof to Borrower,  (i) every liability of
Borrower to Lender of  whatever  kind,  whether  absolute  or  contingent  shall
forthwith become payable,  both as to Principal and interest:  and (ii) interest
shall accrue on the  outstanding Principal until the date of its payment in full
at the lesser of a rate two  percent  above the Base Rate in effect from time to
time, or the maximum rate, allowed by applicable law. "Base Rate" for the use of
its loan  officers  in  setting  interest  rates for  borrowing,  whether or not
Borrower shall have notice thereof.

7. Governing Law; Resolution of Disputes.
This  Note,  any  amendment  to it or any  note  given  as a  replacement  or in
substitution  for it shall be construed in  accordance  with and governed by the
laws of the State of New York  applicable to agreements made and to be performed
wholly in that State.  IN CONNECTION WITH ANY DISPUTE WHICH MAY ARISE UNDER THIS
NOTE  OR ANY  AMENDMENT  OF  IT,  OR  ANY  NOTE  GIVEN  AS A  REPLACEMENT  OR IN
SUBSTITUTION  FOR IT.  BORROWER  HEREBY  IRREVOCABLE  SUBMITS TO, AND WAIVES ANY
OBJECTION  TO, THE  JURISDICTION  OF THE COURTS OF THE UNITED  STATES AND OF THE
STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK WAIVES ANY  OBJECTION TO THE
LAYING OF VENUE IN SUCH A COURT; AND WAIVES ANY RIGHT TO TRIAL BY JURY.

8. Change of Circumstances.
(a) If after the date hereof there shall become  effective any change in any law
or regulation,  in the  application or interpretation  thereof by a governmental
authority,  or there  shall be issued or changed any  guideline  (whether or not
having  the force of law) by an entity  charged  with  responsibility  therefor,
including  without  limitation any  issuance  or change in respect  of  reserve,
capital  adequacy,  asset ratio,  tax or  similar  requirements,  or if any such
authority  or entity  shall  request or direct that Lender  comply with any law,
regulation or guideline or if the Lender shall commence compliance with any law,
regulation, or guideline,  either in effect or expected to become effective, and
if as a result of such change, request,  direction or compliance the cost to the


<PAGE>

Lender of  maintaining,  or obtaining  funds to satisfy,  its  commitment or its
other obligations  regarding the transaction  represented hereby shall increase,
the net income after taxes  received or  receivable  by the Lender in connection
with this  transaction  shall be reduced  or the return it would  receive on its
capital or performance of this transaction  shall be diminished,  Borrower shall
compensate  the Lender in the manner  requested by the Lender so that the Lender
shall receive the sums or return on its capital it could not receive  because of
such change,  request,  direction or compliance.  The Lender's  request for such
compensation  shall be accompanied  by a certificate  setting forth the basis of
its entitlement  thereto and shall be conclusive,  absent  manifest  error.  The
Lender shall not be entitled to compensation  pursuant to this provision because
of an increase in tax rates applicable to its general income.

(b) If there  shall be a change in an  applicable  law or  regulation  or in the
interpretation  thereof,  or a material  change in the New York  market and \ or
London  Interbank  Deutsche Mark market,  including any changes set forth in the
foregoing  paragraph (a), as may have occurred,  so that in Lender's judgment it
shall become  unlawful for Lender to continue such Borrowing in accordance  with
this note, or if by doing so Lender,  in its reasonable  discretion,  determines
that  it  would  be  subject  to  material   adverse   operational   burdens  or
restrictions,  the  Lender  shall  give  notice  of such  fact to  Borrower  and
outstanding  Principal and accrued interest,  and all other sums owed to Lender,
shall  forthwith  become  payable and Borrower  shall pay to Lender such sums as
would be payable  under this Note if a prepayment  were made on the date of such
notice in an amount  equal to the  outstanding  Principal of the  Borrowing  and
reimburse Lender for any fee, cost, expense or loss Lender shall incur or suffer
because  of  such  change,  in an  amount  to be  determined  by  Lender  in its
reasonable discretion.

9. Other Provisions.
(a) Borrower  waives demand,  presentment,  protest,  notice of dishonor and any
other form of notice, not expressly required of Lender by this Note, that may be
required to hold Borrower liable on this Note.

(b) Any notice or advice  given to  Borrower  at the above  address or any other
specified by it in writing shall be presumed received by Borrower immediately if
given by telex or facsimile  transmission,  within one day if given by telegram,
Express Mail or a recognized courier service, or within three days if deposited,
first class  postage  prepaid,  in an official  depository  of the United States
Postal Service for mail to be delivered.

(c) Borrower shall reimburse Lender upon request for any out-of-pocket expenses,
including  reasonable  fees and  disbursements  of legal  counsel,  incurred  in
connection  with the  enforcement  of this Note or  amendment of it, or any note
given an a replacement  or in  substitution  for it, or maintenance of its right
thereunder.  Each sum due to Lender under this Note,  other than  Principal  and
interest,  shall bear interest from the date of demand until the date of payment
in full at per annum  rates  equal to the  lesser of two per cent above the Base
Rate or the maximum extent allowed by applicable law.

(d) In the event  Lender  extends  credit to Borrower  after the date hereof and
such extension of credit shall not be pursuant to a written  agreement signed by
two officers of Lender or evidenced  by a note  accepted by Lender,  it shall be
governed by and subject to all the  provisions of this Note except that the term
and interest rate shall be as otherwise agreed.

(e) Neither Lender nor its directors,  officer,  attorneys,  agents or employees
shall be liable to Borrower or any  Affiliate  for any loss or damage  caused by
any act or omission on the part of any of them unless such loss or damage  shall
have been caused by the gross  negligence or willful  misconduct of such person,
unless such loss or damage shall have been the direct,  immediate  and necessary
result of such act or  omission  and unless  such  result was  intended  by such
person or such person knew that such loss or damage was the  probable  result of
his act or omission.

(f) This Note  constitutes  the entire  agreement  with  respect to the  subject
matter  hereof;  Borrower  has not relied upon any  representation  of Lender in
making  the  Borrowing  or giving  this  Note.  This Note  supersedes  all prior
agreements,  understanding and arrangements,  whether oral or written, regarding
the  obligations  of Borrower  which it evidences,  including  specifically  the
Promissory Note dated June 26, 2995 and the Restated and Amended Promissory Note
dated January 15, 1996.

(g) This  Note  may not be  modified  or  amended  except  by an  instrument  or
instruments in writing  signed by the person or entity against whom  enforcement
of  any  such  modification  or amendment is sought, with two officers of Lender

<PAGE>

signing if it must sign: the waiver by Lender of any condition of, or any breach
or any term or  provision  of, this Note shall be limited to such  instance  and
shall  not be  construed  as a  waiver  of the  conditions  generally  or of any
subsequent breach.

(h) In the event any one or more of the  provisions  contained in this Note, any
amendment of it or any note taken as a replacement  or in  substitution  for it,
should be  invalid,  illegal or  unenforceable  in any  respect,  the  remaining
provisions shall not for that reason be affected or impaired in any way.

(i) Unless the context  otherwise  requires,  words of any gender shall  include
each other gender where appropriate.

(j) This Note shall inure to the benefit of, and shall be binding  upon,  Lender
and Borrower, their respective successors and Lender's assigns.

                                             MARKER INTERNATIONAL, Borrower


                                             By: /s/Brad L. Stewart
                                             ---------------------------
                                             Title: Vice President & CFO