Exhibit 10.27

             THIRD RESTATED AND AMENDED PROMISSORY NOTE (THE "NOTE")

                                                   Dated as of April 15, 1998

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 of office of Lender which it shall designate, the principal sum of
Six Million Three Hundred Ninety Seven Thousand Nine Hundred Nineteen Deutsche
Marks and Thirty Eight Pfennigs (DEM 6,397,919.38) ("Principal") in an
installment of Nine Hundred Thousand Deutsche Marks (DEM 900,000.00) on April
15, 1999 (the "Installment Date") and the balance of Five Million Four Hundred
Ninety Seven Thousand Nine Hundred Nineteen Deutsche Marks and Thirty Eight
Pfennigs (DEM 5,497,919.38) on April 15, 2000 ("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 July 15, 1998 at 5.12891% per annum; and (ii) for the
period thereafter at Borrower's option of (x) a rate to be 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
and 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, U.S. dollar 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 be 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 in 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 from 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 Installment Date and 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 made or shall become payable.

                    (e) 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 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 Installment Date or, with respect
to the balance due thereafter, 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.

          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 on 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 Period, Borrower shall in
communication to Lender (the "Notice") refer to this Note and specify the
duration of such Interest Period and the Business Day on which such 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 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 Interest Period shall commence 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 identify 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 (US$ 200,000.00);

                    (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 December 31,
1997).

         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, or is to give, 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 any 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 or 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 received, 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 reasonably 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, commence any proceeding relating to it under any
Chapter of 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,
statute 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; the 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, Borrower'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" shall mean
those rates of interest fixed from time to time by the management of the Lender
as its "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 IRREVOCABLY SUBMITS TO, CONSENTS 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, or 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 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 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 and/or London
Interbank Eurodollar 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 sole discretion, determines that it would
be subject to material adverse operational burdens or restrictions, then 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 sole 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 as a replacement or in substitution for it, or
maintenance of its rights 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, officers, 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, 1995, the Restated and Amended Promissory
Note dated January 15, 1996 as well as the Second Restated and Amended
Promissory Note dated December 18, 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 signing if it must sign; the waiver by Lender of any condition of, or
any breach of any term of 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 STEWART

                            Title:  EXECUTIVE VICE PRESIDENT