Closing only those liabilities and obligations of the Sellers under contracts

 AGREEMENT  dated as of March 8,  1999  between  Ski  Sports  Recreation

Company, L.L.C. a Utah limited liability company (the "Buyer"), on the one hand,

and Marker,  Ltd.  and Marker  International,  each a Utah  corporation  (each a

"Seller" and, collectively, the "Sellers").

         WHEREAS,  the  parties  hereto  have  agreed  to enter  into a  license

agreement  of even date (the  "License  Agreement")  pursuant to which the Buyer

will have the exclusive,  world wide right to use the name "Marker" owned by the

Sellers for the purposes (the "Licensed  Purposes") set forth in such agreement;

and

         WHEREAS,  such  agreement  is  conditioned  upon the  Buyer  purchasing

certain assets of the Sellers including but not limited to certain inventory and

realizable accounts receivable not later than March 31, 1999;

         NOW,  THEREFORE,  in  consideration  of the premises and the respective

agreements the parties hereto agree as follows:

         1.  Agreement to Sell.  (a) The Sellers,  at the Closing (as defined in

Section 4 hereof, the *Closing"), will grant, sell, convey, assign, transfer and

deliver to the Buyer,  upon the terms and conditions of this Agreement,  certain

of their  accounts  receivable,  inventories  and supplies,  fixed  assets,  and

prepaid expenses and other current assets,  all as set forth on Exhibits A, B, C

and D,  respectively,  hereto to be affixed to this  agreement as at the date of

Closing together with all rights under franchises,  patents, licenses,  permits,

leases,  contracts and agreements,  all purchase orders, customer orders, lists,

books  and  records  with  respect  to the  Licensed  Purposes  and  such  other

properties  as the parties  shall agree to;  including  customer  and  inventory

records and ledgers with respect thereto.

         (C) The properties, assets and business which the Sellers agree to sell

and transfer to the Buyer hereunder are hereinafter sometimes called the "Assets

to be Acquired".  The Assets to be Acquired shall he sold and transferred to the

Buyer at the Closing free and clear of all mortgages, liens, pledges, charges or

other encumbrances whatsoever.

         2.  Agreement to Purchase. The Buyer hereby agrees to purchase from the

Sellers  upon the  terms  and  conditions  of this  Agreement  the  Assets to be

Acquired,  and, as consideration  therefore, the Buyer will pay to the Sellers a

purchase price determined an the basis set forth an Exhibit E hereto.  The Buyer

shall have no  obligation  whatsoever  with  respect to the  application  by the

Sellers of the  proceeds of sale.  Amounts  payable  hereunder  shall be paid by

delivery  to the Sellers of the Buyer Is note in the form set forth on Exhibit F

hereto which note shall be payable on July 10, 1999.

         3.  Investigation and option to Cancel Agreement.  Pending the Closing,

the Sellers will give to the Buyer and to their counsel,  accountants  and other

representatives  (the "Buyer's  Auditors")  full access  during normal  business

hours to all of the properties, books, contracts, commitments and records of the

sellers which relate to the Assets to be Acquired, and will furnish to the Buyer

all such  documents  and  copies  of  documents  (certified  if  requested)  and

information as the Buyer, from time to time, reasonably may request.

         4. The Closing The Closing shall take place at the offices of O'Connor,

Murphy,  Ryan & Seitz or at such other place as the parties  shall  determine at

12:00 Noon on or before March 31, 1999 (the "Closing Date")  provided,  however,

that the  Closing may be  postponed  for not more than 60 days if  necessary  to

allow the Buyer's  Auditors to complete their  examination of the records of the

Sellers.

         5. Assumption of Liabilities.  The Buyer hereby agrees to assume at the

Closing only those  liabilities  and  obligations of the Sellers under contracts

and  commitments  which  are open as of the  Closing  Date for the  purchase  or

production  of materials  or supplies  which relate to the Assets to he Acquired

which  contracts  or  commitments  shall be listed on  Exhibit G hereto and such

other liabilities as the Buyer shall specifically assume.

         6. Specific Performance.  The parties acknowledge that the Assets to be

Acquired  by  the  Buyer  hereunder  are  unique  and  that  they  could  not be

compensated  by money damages for not  receiving  delivery of such assets at the

Closing.  Accordingly,  the Sellers  agree that, in addition to all other rights

and remedies  available to the Buyer at law or in equity,  this Agreement may be

specifically enforced against the Sellers.

         7. Representations,  Warranties and Covenants. The Sellers, jointly and

severally, represent, warrant and covenant as follows:

         (a) organization  and Business.  Each of the Sellers is duly organized,

validly  existing  and in good  standing  under  the  laws of the  state  of its

creation.  Each  of  the  Sellers  is  qualified  to do  business  as a  foreign

corporation in all states where the nature or conduct of its business makes such

qualification  necessary,  except for those in which  failure to be so qualified

which will not have a  material  adverse  effect on the  sellers.  The  business

conducted by the Sellers is not in violation of any law or regulation applicable

to it except where failure to comply would not have a material adverse effect on

the business, financial condition,  operations,  results of operations or future

prospects of the Sellers,  respectively,  and no Seller is aware of any official

currently taking a contrary position or raising a question  concerning the same.

The Sellers have delivered or will deliver to the Buyer true and complete copies

of their certificates of incorporation and by-laws with all amendments thereto.

         (b) Taxes.  Each of the Sellers  has filed all tax returns  required by

law and paid all taxes required by all governments  when due including any taxes

required  to be paid by it except as set forth on  Exhibit H which  lists  those

taxes which it is, in good  faith,  contesting  (the  "Contested  Taxes").  Such

returns  are true and  correct  in all  material  respects.  No  agreements  are

currently in effect as to the  extension of time for the payment of any taxes by

any such entity.

         (C) Inventories.  The  inventories  to be shown on Exhibit B as to each

Seller will consist of raw materials and currently merchantable items salable in

the ordinary course of business and will be free and clear of liens and security

interests

         (d) Contracts, Leases, Obligations, etc. Except for

             (i)  commitments  for the purchase' of  merchandise in the ordinary

course; and

             (ii) contracts listed on other exhibits  hereto;  no Seller has any

existing material contract,  agreement, lease, or other obligation or commitment

(including,   without   limitation,   contracts  or  other   arrangements   with

distributors,  or customers),  oral or written, as to the Assets to be Acquired,

except  those  listed on Exhibit 1. All of the items  listed an Exhibit I are in

good  standing,  have been  complied  with fully by all  parties  thereto and no

default with respect to any of the same is existing or threatened. No Seller has

any material  obligation of any nature as to the Assets to he Acquired except as

is disclosed in or permitted by this Agreement or the Exhibits  annexed  hereto.

         (e) Title to Assets;  State of  Condition.  As of the date hereof,  the

Sellers have good and marketable title to all of the properties and assets, real

and personal,  tangible and intangible,  constituting the Assets to be Acquired,

subject to no mortgage,  pledge,  lien,  conditional  sale  agreement,  lease or

rental arrangement or other encumbrance or charge except those listed an Exhibit

J. As of the date of the Closing,  the Assets to be Acquired will not be subject

to any  mortgage  pledge,  lien,  conditional  sale  agreement,  lease or rental

arrangement or other encumbrance or charge

         (f) Accounts  Receivable.  The accounts receivable of each Seller as to

the Assets to be Acquired to be shown on Exhibit A existing on the Closing  Date

(i) will have each arisen out of sales  transactions  in the ordinary  course of

business and no payor shall have any defense to its  obligation  to make payment

as to such  receivable or any right of set-off  against such receivable and (ii)

shall be free and clear of liens,  encumbrances and security interests except as

set forth on Exhibit J.

         (g) Fixed Assets. The fixed assets to be described on Exhibit C will be

in good operating condition, order and repair, ordinary wear and tear excepted.

         (h) Prepaid  Expense.  The prepaid expenses and other current assets to

be described on Exhibit D will constitute all of such classes of assets properly

allocable  to the Assets to be Acquired  and will not be  allocable  to anything

other than the Assets to be Acquired.

             (i) Absence of Certain  Changes.  Except as set forth an Exhibit K,

no Seller has

             (i) incurred   any  material  liability  or  obligation  (absolute,

accrued, indirect, contingent or otherwise) except current liabilities incurred,

and obligations  under contracts entered into in the ordinary course of business

as to the Assets to be Acquired;

             (ii)  mortgaged,  pledged or  subjected to lien,  charge,  security

interest or any other encumbrance, any of the Assets to be Acquired;

             (iii) sold,  assigned,  transferred or encumbered  any  trademarks,

trade names, patents or other intangible assets as to the Assets to be Acquired;

             (iv)  suffered any  extraordinary  losses not covered by insurance,

or  knowingly  waived  any  rights of  substantial  value as to the Assets to be

Acquired;

             (v)   entered  upon  any  transaction  or  into  any  contracts  or

agreements  other than in the ordinary course of business as to the Assets to be

Acquired;

             (vi)  experienced  any  event  or   condition   of   any  character

materially and adversely affecting its business or tax liabilities or any change

in the  condition of the Assets to he Acquired,  except  changes in the ordinary

course of business,  none of which has been materially  adverse and all of which

together are not, in the aggregate, materially adverse.

         (j) Litigation.  There are no actions, suits, litigation proceedings or

investigations  pending  or,  to  Sellers I  knowledge,  threatened  against  or

relating to or affecting any Seller or which question the validity of any action

taken  or to be taken  by the  Sellers  pursuant  to or in  connection  with the

provisions of this Agreement, nor does either Seller know or have any reasonable

grounds to know of any basis for any such actions, suits, litigation proceedings

or  investigations  except as set forth on Exhibit  L. There are no  unsatisfied

judgments against either Seller.

         (k) Patents,  Trademarks,  Trade Names.  Licenses,  ,etc.  The Sellers,

together, have all rights to the trademarks, trade names and copyrights known as

"Marker" to the extent it relates to the manufacture,  sale and marketing of the

Licensed  Products  as defined in the License  Agreement  and possess all rights

necessary for the continued  operation of its business as operated  currently as

to such manufacture, sale and marketing. No default either as to existing rights

or renewal thereof is existing or threatened.

         (1) Conduct of Business. No part of the business of either Seller as to

the Licensed Purposes is conducted,  directly or indirectly,  through the medium

of any corporation,  firm  organization or person other than such entity that is

not a wholly-owned subsidiary of Marker International. To the extent any part of

the  business  of either  Seller as to the  Licensed  Purposes  is so  conducted

through  any wholly  owned  subsidiary  of Marker  International,  the Buyer may

terminate any  relationship  with such subsidiary at any time without premium or

penalty.

         (m) No  violation.  Except  as set  forth on  Exhibit  M,  neither  the

consummation of the transactions contemplated hereby nor the performance of this

Agreement by the Sellers  requires the consent of any other person or persons or

will  violate or result in any breach of, or  constitute  a default  under,  any

indenture,  contract, agreement, or other instrument to which either Seller is a

party or by which  either  of them may be  bound or by which  the  Assets  to be

Acquired may he affected.

         (n)  Authorization.  The  execution,  delivery and  performance of this

agreement by each of the Sellers have been duly and  effectively  authorized and

approved by all  requisite  action of their boards of  directors,  shareholders,

partners and executors, as the case may be. This agreement constitutes the valid

and legally  binding  obligation of the Sellers,  respectively,  enforceable  in

accordance with its terms and conditions.

         (o)  Olympic  Agreement.  A true  and  complete  copy of the  agreement

between  the  Sellers  and  the  Salt  Lake  City   Organizing   Committee  (the

"Committee,,)  for the 2002 Olympics  dated February 8, 1996 with all amendments

thereto  and  extensions  thereof  is  attached  hereto  as  Exhibit  N and such

agreement,  as so modified and amended and extended, is in full force and effect

and the Seller  entered into such  agreement in the ordinary  course of business

and the  Committee  has no right  whether  with  notice  or  passage  of time or

otherwise to modify,  amend or cancel such agreement  except in accordance  with

the terms provided for on Exhibit N. The Sellers will take all reasonable  steps

necessary  or  appropriate  to keep it in full force and effect and will  assign

their rights with  respect  thereto to the Buyer to the extent they relate to or

can be fulfilled  by the Assets to be Acquired  provided the Buyer will agree to

(i)  fulfill  the  requirements  under  such  agreement  as to the  Assets to be

Acquired and (ii)  indemnify the Sellers  against any and all claims  against or

liabilities of the Sellers  arising from breach by the Buyer of its  obligations

hereunder as to such agreement;  provided, however, any such assignment shall be

subject to the consent of the Committee.

         (p) Payment of Payables.  From and after the  Closing,  the seller will

pay or cause to be paid all its accounts  payable in  accordance  with the terms

thereof  to the  extent the  failure  to make such  payment on such terms  could

adversely  affect the Buyer's  ability to  manufacture,  sell or market Licensed

Products.

         8.  Further Assurances. The Sellers will, upon the request of the Buyer

,execute and deliver to the Buyer all such  further  documents  of all kinds and

descriptions  (in  recordable  form if  requested)  as the Buyer may  reasonably

request  in order to  effect  the  transfer  of  Assets  to be  Acquired  and to

establish  the rights of the Sellers to effect such  transfer.  All parties will

use  their  reasonable  best  efforts  to  take  all  action  and do all  things

necessary,  proper or advisable in order to consummate  and.'make  effective the

transactions contemplated in this Agreement.

         9.  Conduct of Business  Pending Closing. Except as  otherwise provided

or contemplated in this  agreement,  or with the Buyer's prior written  consent,

the Sellers,  jointly and severally,  covenant,  warrant and agree that, pending

the Closing:

             (a) The business of each Seller as to its  operations  with respect

to the Licensed Purposes shall be conducted only in the ordinary course

             (b) No change shall be made in the certificate of  incorporation or

by-laws of either Seller.

             (c) No Seller shall mortgage,  pledge, or subject to lien, security

interest, charge or any other encumbrance, any of the Assets to be Acquired.

             (d) No Seller shall sell,  assign,  transfer or encumber any of the

tangible Assets to be Acquired, except in the ordinary course of business.

             (e) No  Seller  shall  sell,  assign,  transfer  or   encumber  any

franchise  or  contract  rights,  trademarks,   tradenames,   patents  or  other

intangible assets to the extent they relate to the Licensed Purposes

             (f) Except as otherwise  requested by the Buyer, but without making

any commitment on behalf of the Buyer,  each Seller will use its reasonable best

efforts to preserve  the  goodwill of the  suppliers  and  customers  and others

having business relations with it as they relate to the Licensed Purposes.

         10.  Representations and Warranties of the Buyer. The Buyer represents,

warrants and covenants that it is a limited liability company duly organized and

validly existing under the laws of the State of Utah whose net worth is not less

than  $1,000,000 and it has full power and authority to execute and deliver this

agreement and to perform the obligations hereunder. This agreement constitutes a

valid,  legal  and  binding  obligation  of  the  Buyer  and is  enforceable  in

accordance with its terms and conditions.

         Neither the  consummation of the transactions  contemplated  hereby nor

the performance of this agreement by the Buyer requires the consent of any other

person or  persons  or will  violate  or result in any  breach or  constitute  a

default under, any indenture,  contract, agreement, or other instrument to which

the Buyer is a party or by which it may be bound.

         11. Conditions Precedent to the Buyer's Obligations. All obligations of

the Buyer under this Agreement are subject to the fulfillment,  at the option of

the Buyer, prior to or at the Closing, of each of the following conditions:

             (a) The  Representations  and Warranties of the Sellers at Closing.

The  representations and warranties by, or on behalf of the Sellers contained in

Paragraph  7 of this  Agreement  or in any  certificate  or  document  delivered

pursuant  to the  provisions  hereof  or in  connection  with  the  transactions

contemplated  hereby  after the date hereof shall be  substantially  true in all

material   respects   at  and  as  of  the  time  of  Closing  as  though   such

representations and warranties were made at and as of such time.

             (b)  Performance  by the Sellers.  The sellers shall have performed

and complied with all  covenants,  agreements  and  conditions  required by this

Agreement to be  performed or complied  with by them prior to or at the Closing.

The  performance  of this  Agreement by them shall not have been in violation of

any agreement to which either of them is a party.

             (c) Compliance Certificate. The Sellers shall have delivered to the

Buyer a certificate  appropriately signed and dated the Closing Date, certifying

in such detail as the Buyer may reasonably  request,  to the  fulfillment of the

conditions specified in paragraphs (a) and (b) of this Section.

         (d) Extraordinary   Event.   So  Seller   shall   have   suffered   any

extraordinary event or casualty substantially and adversely affecting its assets

or business operation. None of the contracts, leases or other instruments listed

on the  various  Exhibits  hereto  shall  have  been  terminated  or shall be in

default.

         (e) Opinion of Sellers,  Counsel.  The Sellers shall have  delivered to

the Buyer an opinion of Stroock,  Stroock & Lavan,  L.L.P. in form and substance

reasonably acceptable to Buyer and its counsel.

         (f) Consent of Lenders. All lenders to the Sellers shall have consented

to the transaction if and to the extent failure to obtain their consent shall be

an event under their respective loan agreements permitting them, or any of them,

to  accelerate  the debt of any  Seller or to the extent any of the Assets to he

Acquired  are  subject to any claim of any such  lender.  Any other  third party

consents  necessary to transfer  the Assets to be Acquired  shall be obtained by

the Sellers.

         (g) Instruments  to  be  Delivered  to Buyer.  Each  Seller  shall have

delivered to the Buyer:

             (i) Such deeds, bills of sale, endorsements,  assignments and other

good and sufficient  instruments of conveyance and transfer,  in form reasonably

satisfactory to Buyer's  counsel,  as shall be effective to vest in Buyer all of

the Sellers, right, title and interest in the Assets to be Acquired;

             (ii) All of the books and records,  and all other data  relating to

its Assets to be Acquired,  business and operations of Marker, Ltd. arid, to the

extent  they  relate  to the  Licensed  Purposes  of Marker  International,  and

simultaneously  with such delivery,  all steps will be taken as may be necessary

to put Buyer in actual  possession  and  operating  control  of the Assets to be

Acquired;

             (iii)  Certificate or  confirmatory,  telegram in customary form of

the  Secretary  of State of the State of Utah  dated not more than ten (10) days

prior  to the  Closing  date  to the  effect  that  each  of  the  Sellers  is a

corporation in good standing under the laws of Utah;

             (iv) A list of all  inventory of the Sellers as to the Assets to be

Acquired as of the close of business on the day preceding the Closing;

             (v) A list of all  accounts  receivable  of the  Sellers  as to the

Assets to be  Acquired  as of the close of  business  on the day  preceding  the

Closing, together with an aging thereof;

             (vi) A list of all fixed  assets of the sellers as to the Assets to

be Acquired as of the close of business on the day preceding the Closing;

             (vii) A list of all  prepaid  expenses  and  other  current  assets

allocable  to the  Licensed  Products  as of the  close of  business  on the day

preceding the Closing;

             (viii) A list of all open orders of the Sellers for the  production

and sale of inventory included within the Assets to be Acquired; and

             (ix)   Such  other  documents ,  instruments ,  certifications  and

further assurances as counsel for Buyer may reasonably request.

             12.   Conditions   Precedent  to   thesellers,   obligations.   All

obligations of the Sellers under this Agreement are, at their option, subject to

the fulfillment, prior to or at the Closing of each of the following conditions;

         (a) The Buyer's  Representations  and Warranties  True at closing.  The

representations and warranties by the Buyer contained in this Agreement shall be

substantially   true  at  and  as  of  the  time  of  Closing  as  though   such

representations and warranties were made at and as of such time.

         (b) Performance  of  the  Buyer.  The Buyer  shall  have  substantially

performed and complied with all covenants, agreements and conditions required by

this  Agreement  to be  performed  or  complied  with by it  prior  to or at the

Closing.

         (c) officers,  Certificate,.  The  Buyer  shall have  delivered  to the

Sellers a certificate  signed by its President or any Vice President,  dated the

Closing Date,  certifying in such detail as they may  reasonably  request to the

fulfillment  of the  conditions  specified  in  paragraphs  (a)  and (b) of this

Section.

         (d) Opinion of Counsel.  The Buyer shall have  delivered to the Sellers

an opinion of O'Connor,  Murphy, Ryan & Seitz dated the Closing Date in form and

substance reasonably acceptable to Sellers and their counsel.

             (e) Instruments  to  be Delivered to Sellers.  The Buyer shall have

delivered to the sellers such other documents,  instruments,  certifications and

further assurances as counsel for the Sellers may reasonably request,  including

an indemnity by the Buyer to the Sellers  regarding  obligations  assumed by the

Buyer or arising after the Closing.

         13.  Indemnification.  A. The Sellers (the "Indemnitors"),  jointly and

severally,  agree to indemnify  fully and hold harmless the Buyer against and in

respect of:

         (a) any and all  liabilities  of or claims  against  the Sellers or the

Buyer arising out of:

             (i) the conduct of the business of the Sellers from the date hereof

to the Closing  otherwise than in the ordinary course or as otherwise  expressly

permitted by this Agreement;

             (ii) any  presently  existing  material   contract,  commitment  or

obligation  of the  Sellers as to the Assets to be  Acquired of any kind not set

forth in this Agreement or listed on any Exhibit annexed;

             (iii)any  contract,  commitment  or  obligation of any kind entered

into by any Seller  between the date hereof and the Closing and not permitted by

the terms of this Agreement; and

             (iv) The Contested Taxes.

         (b) any  and  all  lose,  damage  or  deficiency  resulting   from  any

misrepresentations, breach of any warranty or nonfulfillment of Any agreement or

covenant  on the  part of the  Sellers  contained  in this  Agreement  or in any

statement or  certificate  furnished  or to be  furnished to the Buyer  pursuant

hereto or in connection with the transactions  contemplated  hereby,  including,

without limitation, breach of its warranty under Section 7(b) hereof;

         (c) any and all  actions,  suits,  proceedings,  demands,  assessments,

judgments, costs and expenses (including reasonable attorneys, fees) incident to

any of the foregoing; provided, however, that no indemnitee shall be entitled to

recover under  paragraphs (a) and (b) above with respect to any inaccuracy in or

breach of any representation,  warranty,  'covenant or agreement, if at any time

prior to the  Closing,  such  indemnitee  (and,  in the case of the  Buyer,  any

representative of the Buyer) had knowledge of such inaccuracy or breach.

         B.  Any claim for idemnity  under  this  paragraph  13 shall be made by

written notice to the Sellers,  specifying in reasonable detail the basis of the

claim.  The Buyer  agrees to give prompt  written  notice (the  "Notice") to the

Sellers of any claim by a third party  against it or any Seller which might give

rise to a claim hereunder,  stating the nature of the basis of such claim and if

ascertainable,  the amount  thereof.  In  connection  with any such  claim,  the

Indemnitors may, at their election and expense,  have the right to take over the

defense of such claim with counsel or  accountants  of their choice,  reasonably

acceptable  to the Buyer or to  participate  in the  defense of such third party

claim by notice in writing to the Buyer  within  twenty  (20) days of receipt of

the Notice.  If either Seller shall have  acknowledged in writing the obligation

to indemnify in respect of such claim, the Buyer agrees not to settle such third

party  claim  without  the  consent  of  the  Indemnitors  which  shall  not  be

unreasonably withheld or delayed.

         If, within 20 days 'of receipt of the Notice, the Indemnitors shall not

assume the defense of the claim or  acknowledge  in writing their  obligation to

indemnify,  the Buyer may  defend or  settle  on such  terms as it  chooses  and

Sellers  shall he  liable  for the  damages  but only if and to the  extent  the

Sellers or either of them would have been liable for indemnification  hereunder.

If the Sellers or either of them shall elect,  after  receipt of the Notice,  to

assume the defense of the claim or  acknowledge  in writing their  obligation to

indemnify and there shall  subsequently be either a determination  that they are

so liable whether as a consequence of a decision by a court from which no appeal

shall or may be taken or as a consequence  of any  settlement  between the Buyer

and Sellers then,  in either  instance,  the Sellers shall pay to the Buyer,  in

addition  to the amount  owed as such  indemnification,  all costs and  expenses

incurred  by  Buyer  in  connection  therewith  including,  without  limitation,

reasonable counsel fees.

         14. Nature and Survival of Representations,  eta. All  representations,

warranties and covenants  made by any party in this agreement  shall survive the

Closing  hereunder and any investigation at any time made by or on behalf of any

party for two years. The obligations of the Indemnitors hereunder shall be joint

and several.  This agreement supersedes any and all other agreements between the

parties.

         15.  Brokerage.  The Sellers  agree to indemnify  and hold harmless the

Buyer  against  any and all claims  arising out of any  activities  of any party

acting an behalf of sellers in the nature of a brokerage  commission or finder's

fee. The Buyer agrees to indemnify and hold harmless the Sellers against any and

all claims  arising out of any  activities of any. party acting on behalf of the

Buyer in the nature of a brokerage commission or finder's fee.

         16.  Bulk Sales Law.The Sellers shall comply with the provisions of any

applicable Bulk Sales Law

         17.  Sales and  Transfer  Taxes.  The Buyer shall pay all  transfer and

sales  taxes,  if any,  due as the  result of the  transfer  of the Assets to be

Acquired to the Buyer hereunder.

         18.  Access to  Records.  For a period of six (6) years  following  the

Closing,  the Sellers shall have access at any  reasonable  time to all books of

account and records held by the Buyer  relating to the Assets to be Acquired and

the operations of the Sellers with respect thereto prior to the Closing Date and

shall have the right to make copies thereof, to the extent such access or copies

may reasonably be required by the Sellers.  if the Buyer shall desire to dispose

of any of such books and records  prior to the  expiration  of such period,  the

Buyer  shall,  before  making such  disposition,  give the Sellers a  reasonable

opportunity,  at their cost and expense,  to segregate and remove such books and

records as they may select.

and several.  This agreement  supersedes any and all other agreements shall bind

and inure to the benefit of the executors, personal representatives,  successors

and assigns of the  parties  and may be  assigned by the Buyer to any  affiliate

provided the Buyer shall  guarantee  all  obligations  of such  affiliate to the

Sellers,  with  the  consent  of the  Sellers  which  will  not be  unreasonably

withheld.

         20. Law to Govern,  Miscellaneous.  Amendments. This Agreement shall be

governed. by and construed and enforced in accordance with the laws of New York.

This agreement cannot be changed or terminated orally.

         21. Notices,   etc.   All   notices,   requests,   demands   and  other

communications hereunder shall be in writing and sent by registered or certified

mail to the following addresses:

The Sellers,                    [                 ]

             with copy to:   Mark A. Rosenbaum, Esq.
                             Stroock, Stroock & Lavan, L.L.P.
                             180 Maiden Lane
                             New York, New York 10038

             The Buyer:

             Attention:      Stephen Crisafulli

             with copy to:   Howard G. Seitz, Esq.
                             O'Connor, Murphy, Ryan & Seitz
                             230 Park Avenue
                             New York, New York 10017

         Any  party  may  send  any  notice,  request,  demand,  claim  or other

communication  hereunder to be intended recipient at the address set forth above

using any other means (including personal delivery, expedited courier, messenger

service, telecopy, telex, ordinary mail, or electronic mail), but no such notice

request,  demand, claim or other communication shall be deemed to have been duly

given  unless and until it actually is received by the intended  recipient.  Any

party may change the address to which  notice is  requested,  demand,  claims or

other  communications  hereunder  are to be  delivered by giving the other party

notice in the manner set forth herein.

         22. No Third Party  Beneficiaries.  This Agreement shall not confer any

rights or remedies  upon any person  other than the  parties and the  respective

successors and permitted assigns.

         23. Entire Agreement.  This agreement (including the documents referred

to herein)  constitutes the entire agreement  between the parties and supersedes

any prior  understandings,  agreements  or  representations  by or  between  the

parties,  written or oral,  to the extent they related in any way to the subject

matter hereof.

         24. Headings.  The  section  headings  contained in this  agreement are

inserted  for  convenience  only and shall not affect in any way the  meaning or

interpretation of this agreement.

         25. Severability.  Any  term or  provision  of this  agreement  that is

invalid or unenforceable  in any situation in any jurisdiction  shall not affect

the validity or  enforceability  of the remaining terms and provisions hereof or

the validity or  enforceability  of the offending term or provision in any other

situation or in any other jurisdiction

         26. Incorporation  of   Exhibits.   The  exhibits  identified  in  this

agreement are incoporated herein by reference and made part hereof.

         27. Countax-parts. This Agreement may be executed simultaneously in two

or more  counterparts,  each of which  shall be deemed an  original,  but all of

which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the

day first written above.

                           BUYER:

                           SKI & SPORTS RECREATION COMPANY, L.L.C.

                           By:
                              --------------------------------------------------

                           SELLERS:

                           MARKER, LTD.

                           By: /s/ Peter Cebeava
                              --------------------------------------------------

                           MARKER INTERNATIONAL

                           By: /s/ Peter Cebeava
                              --------------------------------------------------

EXHIBIT E - PURCHASE PRICE                              OLYMPIC INVENTORY
                                                        PAYMENT SCHEDULE 1 & 2

                                                       Due      Do*       Due
         Item                                       @ Clow   July 10   August 31

lnvenlory-Ltd. Goods, Fleece, Compomonts
(EXHIBIT B)(Excluding Olympic Product)

Accounts Receivable\Samples (EXHIBIT A)

Fixed Amos (PP&E) (EXHIBIT C)

TOTAL VALUE                              $859,000  $450,000  $204,500  $204,500

Olympic  inventory  will be purchased  at closing and paid for  according to the
following conditions,

1)   Ski &  Sport  Recreation  will  pay 75% of net  sale  price  after  Olympic
     Commission  an sale of  non-current  (Bid Logo)  Olympic goods to marker as
     received.

2)   Ski &  Sport  Recreation  will  pay 60% of net  solo  price  after  Olympic
     Commission an sale of current (SLC 2002 Logo) Olympic goods to marker.

3)   Olympic Inventory payable to Marker on Ski & Sports,  Recreation  quarterly
     sales of said product beginning Juno 30, 1999 through December 31, 1999.

                                 PROMISSORY NOTE

$409,000.00                                                         May     1999

     FOR VALUE RECEIVED, the undersigned,  SKI & SPORTS RECREATION COMPANY. LLC.
a Utah limited liability company ("Maker"),  hereby promises to pay to the order
of MARKER LTD. ("Payee"),  at ___________,  or at such other place designated in
writing by Payee at least 10 days prior to the payment  date, in lawful money of
the United States and in  immediately  available  funds the principal  amount of
Four Hundred and Nine Thousand  Dollars  ($409,000.00)  in two equal payments of
Two Hundred Four Thousand Five Hundred  do11ars  ($204,500.00)  on July 10. 1999
and August 10. 1999,

     If any amount is not paid in full when due  hereunder,  such unpaid  amount
shall bear interest, to be paid upon demand, from the due date thereof until the
dam of actual payment (and before as well as after judgment) computed at the per
annum rate of ten percent (10%).

     All  interest  payable  hereunder  shall be computed on the basis of actual
days elapsed and a of 360 days.

     Upon the occurrence of any of the following:

     (i) Maker shall fail to pay any of its  obligations  under this Note on the
daft when due;

or

     (ii) Maker shall  default in any payment of principal of or interest on any
indebtness or contingent obligation (other than its obligations under this Note)
or any  other  event  shall  occur,  the  effect  of  which  is to  permit  such
indebtedness  or contingent  obligation to be declared or such  indebtedness  or
contingent obligation shall otherwise become due prior to its stated.  maturity;
or

     (iii) (a) Maker shall (1)  commence  any case,  proceeding  or other action
under any  existing  or future  law of any  jurisdiction,  domestic  or  foreign
relating  to  bankruptcy,  insolvency,  reorganization,  or relief  of  debtors,
seeking to have an order for relief  entered  with  respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking  reorganization,  arrangement,
adjustment, winding-up, liquidation,  dissolution,  composition, or other relief
with respect to it or its debts, or (2) commence any case, proceeding,  or other
action seeking appointment of a receiver,  trustee,  custodian. or other similar
official for it or for all or any substantial part of its assets,  or (3) make a
general  assignment  for the  benefit  of its  creditors;  (b)  there  shall  be
commenced  against  Maker  any  casts,  proceeding  or other  action of a nature
referred  to in clause (a) above  that (1)  results in the entry of an order for
relief or any such  adjudication  or  appointment.  or (2) remains  undismissed,
undischarged,  or unbonded  for a period of sixty (60) days;  (c) there shall he
commenced against

                                    EXHIBIT F
                                    --------- 

Basic Info X:

Name: Closing only those liabilities and obligations of the Sellers under contracts
Type: Contracts
Date: July 14, 1999
Company: MKR HOLDINGS
State: Utah

Other info:

Date:

  • March 8 , 1999
  • July 10 , 1999
  • March 31 , 1999
  • February 8 , 1996
  • July 10 August 31
  • Juno 30 , 1999
  • December 31 , 1999
  • May 1999
  • August 10

Organization:

  • Ski Sports Recreation Company
  • State of Condition
  • Absence of Certain Changes
  • Business Pending Closing
  • c Compliance Certificate
  • Stroock , Stroock & Lavan
  • Consent of Lenders
  • Marker , Ltd.
  • Licensed Purposes of Marker International
  • Secretary of State of the State of Utah
  • Survival of Representations
  • Murphy , Ryan & Seitz
  • Third Party Beneficiaries
  • Ski & Sport Recreation
  • Ski & Sports
  • Nine Thousand Dollars

Location:

  • Murphy
  • Salt Lake City
  • Govern
  • Esq
  • New York
  • Utah
  • United States

Money:

  • $ 1,000,000
  • $ 859,000 $ 450,000 $ 204,500 $ 204,500
  • $ 409,000.00
  • $ 204,500.00

Person:

  • Ryan & Seitz
  • O'Connor
  • Mark A. Rosenbaum
  • Stephen Crisafulli
  • Howard G. Seitz
  • Peter Cebeava

Percent:

  • 75 %
  • 60 %
  • ten percent
  • 10 %