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                                                                     EXHIBIT 4.1




                                STOCK OPTION PLAN

                              INTRAWEST CORPORATION

              (Amended and Restated to Reflect Amendments Approved
                         to and including March 3, 1998)


SECTION 1 - PURPOSE

The purpose of this Stock Option Plan (the "Plan") is to promote the interests
of Intrawest Corporation (the "Company") by:

        (a)    furnishing certain senior officers and employees of the Company
               and its subsidiaries and certain senior officers and employees of
               limited partnerships of which the general partner is the Company
               or a subsidiary of the Company (the "Eligible Persons") with
               greater incentive to further develop and promote the business and
               financial success of the Company; and

        (b)    furthering the identity of interests of Eligible Persons with
               those of the shareholders of the Company generally through share
               ownership in the Company.

The Company believes that these purposes may best be effected (i) upon the Share
Capital Reorganization (as defined in the Information Circular of the Company
dated January 30, 1997) coming into effect, by granting to each Eligible Person
who disposes of rights under an option agreement to acquire common shares
without par value in the capital of the Company as constituted before the Share
Capital Reorganization (such rights and such shares referred to herein as the
"Exchanged Option" and the "Old Shares", respectively), in sole consideration
therefor, rights to acquire common shares without par value ("Common Shares")
and Non Resort Preferred Shares without par value ("NRP Shares") in the capital
of the Company, in each case as constituted immediately after the Share Capital
Reorganization (such rights and such shares referred to herein as the "New
Option" and collectively as the "New Shares", respectively), on the terms set
forth herein and (ii) after the Share Capital Reorganization comes into effect,
by granting to Eligible Persons options ("Future Options") to acquire Common
Shares.

SECTION 2 - EFFECTIVE DATE OF PLAN

The effective date (the "Effective Date") of this Plan is February 28, 1990, the
date of its adoption by the board of directors (the "Board of Directors") of the
Company.

SECTION 3 - ADMINISTRATION OF PLAN

This Plan will be administered by a committee (the "Committee") of the Board of
Directors consisting of two or more directors, as constituted from time to time,
charged with, among other things, the administration of this Plan. The Board of
Directors will take all steps which in its opinion are required to ensure that
the Committee has the necessary authority to fulfil its functions under this 


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Plan. The members of the Committee will be ineligible to receive options granted
under this Plan while serving on the Committee.

SECTION 4 - REGULATIONS

The Committee may from time to time establish such regulations, make such
determinations and take such steps in connection with this Plan which in its
opinion are necessary or desirable for the administration of this Plan.

SECTION 5 - COMPLIANCE WITH LAWS

The Committee may from time to time take such steps and require such
documentation from Eligible Persons which in its opinion are necessary or
desirable to ensure compliance with all applicable laws, including (i) the
applicable securities laws and regulations of Canada (including the Provinces)
and of the United States of America (including the States and the District of
Columbia) and its territories and possessions and other areas subject to its
jurisdiction (the "United States"), and any political subdivision of either, and
the bylaws, rules and regulations of any stock exchange or other organized
market (the "Stock Exchanges") on which the Common Shares or the NRP Shares may
from time to time be listed or traded and (ii) the withholding provisions of the
Income Tax Act (Canada), as amended, and of the United States Internal Revenue
Code of 1986, as amended. The Committee may also from time to time take such
steps which in its opinion are necessary or desirable to restrict the
transferability of any Common Shares or NRP Shares acquired on the exercise of
any New Option or Common Shares acquired on the exercise of any Future Option in
order to ensure such compliance, including the endorsement of a legend on any
certificate representing such Common Shares or NRP Shares to the effect that
such Common Shares or NRP Shares may not be offered, sold or delivered except in
compliance with the applicable securities laws and regulations of the United
States.

SECTION 6 - LIMITATIONS

Subject to Section 11, the maximum aggregate number of Common Shares which may
be issued under this Plan from and after March 3, 1998 is 3,400,000 and the
maximum number of NRP Shares which may be issued under this Plan is 2,070,600.
The Board of Directors will reserve for allotment out of the authorized but
unissued Common Shares and NRP Shares sufficient Common Shares and NRP Shares to
provide for issuance of all Common Shares and NRP Shares which are issuable
under this Plan.

The maximum number of Common Shares that may be reserved for issuance to
Insiders pursuant to options granted under this Plan and any other Share
Compensation Arrangement, or issued to Insiders under this Plan and any other
Share Compensation Arrangement within a one-year period, is 10% of the number of
Common Shares outstanding. The maximum number of Common Shares that may be
issued to any one Insider under this Plan and any other Share Compensation
Arrangement within a one-year period is 5% of the number of Common Shares
outstanding.

For the purposes of the limitations set forth in this Section:



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        (a)    any entitlement to acquire Common Shares granted pursuant to this
               Plan or any other Share Compensation Arrangement prior to the
               grantee becoming an Insider is to be excluded; and

        (b)    the number of Common Shares outstanding is to be determined on a
               non-diluted basis and on the basis of the number of Common Shares
               outstanding at the time of the reservation or issuance, as the
               case may be, excluding Common Shares issued under this Plan or
               under any other Share Compensation Arrangement over the preceding
               one-year period.

SECTION 7 - ELIGIBILITY

The Committee may from time to time while this Plan is in force name as an
Eligible Person any senior officer or employee of the Company or any of its
subsidiaries or any senior officer or employee of any limited partnership of
which the general partner is the Company or a subsidiary of the Company whose
participation in this Plan would, in the opinion of the Committee, accomplish
the purposes of this Plan.

SECTION 8 - GRANT OF NEW OPTIONS

Subject to the following rules, the Committee will grant to each Eligible Person
who holds one or more Exchanged Options a New Option (in this Section 8, called
an "Option") in respect of each Exchanged Option held by such Eligible Person in
consideration for such Eligible Person relinquishing such Eligible Person's
rights under such Exchanged Option:

        (a)    Date Option Granted. Each Option will become effective upon the
               Share Capital Reorganization coming into effect and will be
               deemed to have been granted at such time.

        (b)    Cancellation of Exchanged Option. The Exchanged Option disposed
               of in consideration for any Option will be cancelled and will
               have no further force or effect when such Option comes into
               effect.

        (c)    Number of Common Shares and NRP Shares. Each Option will entitle
               the Eligible Person to whom such Option is granted (in this
               Section 8, called the "Optionee") to purchase one Common Share
               and one NRP Share for each Old Share that could have been
               purchased under the Exchanged Option disposed of in consideration
               for such Option.

        (d)    Exercise Price. The aggregate exercise price for one Common Share
               and one NRP Share under the Option granted to an Eligible Person
               in consideration for the disposition of an Exchanged Option will
               be the amount equal to the greater of:

               (i)    the exercise price per one Old Share under such Exchanged
                      Option; and

               (ii)   the amount which will result in:



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                      A.     the amount, if any, by which the total value of the
                             New Shares that may be purchased under such Option
                             immediately after the disposition of such Exchanged
                             Option exceeds the total amount payable by the
                             Optionee to acquire such New Shares under such
                             Option;

                      being equal to:

                      B.     the amount, if any, by which the total value of the
                             Old Shares that could have been purchased under
                             such Exchanged Option immediately before the
                             disposition of such Exchanged Options exceeds the
                             amount that would have been payable by the Optionee
                             to acquire such Old Shares under such Exchanged
                             Option;

               and such amount will be allocated between such Common Share and
               such NRP Share pro rata according to the respective weighted
               average trading prices per share of the Common Shares and the NRP
               Shares on The Toronto Stock Exchange for the 10 consecutive
               trading days commencing the date of grant of such Option. The
               Board of Directors will determine such aggregate exercise price
               and the allocation thereof, and the Company will deliver to the
               Optionee an addendum to the Option Agreement (as hereinafter
               defined) in respect of such Option which set out the results of
               such determinations and is executed on behalf of the Company by
               any member of the Committee or by the President, the Executive
               Vice President and Chief Financial Officer or the Corporate
               Secretary of the Company, as promptly as reasonably practical
               after the Share Capital Reorganization comes into effect.

        (e)    Option Agreement. Each Option will be granted under an agreement
               (in this Section 8, called an "Option Agreement") which
               incorporates such terms and conditions as the Committee in its
               discretion deems appropriate and consistent with the provisions
               of this Plan. Each Option Agreement will be executed by the
               Optionee and on behalf of the Company by any member of the
               Committee or by the President, the Executive Vice President and
               Chief Financial Officer or the Corporate Secretary of the
               Company.

        (f)    Expiry of Options. Each Option will expire in accordance with the
               terms and provisions of the option agreement evidencing the
               Exchanged Option disposed of in consideration for such Option,
               mutatis mutandis, and, subject to the earlier expiry of such
               Option in accordance with such terms and provisions, the rights
               to purchase NRP Shares under each Option will terminate:

               (i)    if such Option has not been exercised prior to July 1,
                      1998 as to at least that number of NRP Shares which equals
                      25% of the NRP Shares initially subject thereto, on July
                      1, 1998 as to that number of NRP Shares which equals 25%
                      of the NRP Shares initially subject 



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                      thereto less the number of NRP Shares, if any, in respect
                      of which such Option has been exercised prior to such 
                      date;

               (ii)   if such Option has not been exercised prior to July 1,
                      1999 as to at least that number of NRP Shares which equals
                      50% of the NRP Shares initially subject thereto less the
                      number of NRP Shares, if any, in respect of which such
                      Option has terminated pursuant to clause (i) above, on
                      July 1, 1999 as to that number of NRP Shares which equals
                      50% of the NRP Shares initially subject thereto less the
                      aggregate number of NRP Shares in respect of which such
                      Option has been exercised prior to such date or has
                      terminated pursuant to clause (i) above;

               (iii)  if such Option has not been exercised prior to July 1,
                      2000 as to at least that number of NRP Shares which equals
                      75% of the NRP Shares initially subject thereto less the
                      number of NRP Shares, if any, in respect of which such
                      Option has terminated pursuant to clause (i) or (ii)
                      above, on July 1, 2000 as to that number of NRP Shares
                      which equals 75% of the NRP Shares initially subject
                      thereto less the aggregate number of NRP Shares in respect
                      of which such Option has been exercised prior to such date
                      or has terminated pursuant to clause (i) or (ii) above;
                      and

               (iv)   on October 1, 2000 as to any and all NRP Shares, if any,
                      then subject thereto.

        (g)    Non-Transferability of Options. Each Option Agreement will
               provide that the Option granted thereunder is not assignable or
               transferable and may be exercised only by the Optionee or, in the
               event of the death of the Optionee or the appointment of a
               committee of the estate of the Optionee on the grounds that the
               Optionee is incapable, by reason of physical or mental infirmity,
               of managing the Optionee's affairs, the Optionee's legal
               representative or such committee, as the case may be (in this
               Section 8, called the "Legal Representative").



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        (h)    Exercise of Options. Each Option will be exercisable separately
               in respect of the Common Shares and NRP Shares from time to time
               subject thereto. Subject to the provisions of paragraphs (i) and
               (j) below, each Option Agreement will restrict the Optionee
               holding the Option granted thereunder from exercising such Option
               to the extent, if any, during any period after such Option is
               granted that the Optionee would have been restricted from
               exercising the Exchanged Option disposed of by the Optionee in
               consideration for such Option, mutatis mutandis, provided that,
               if applicable, at any time after March 31, 1998, March 31, 1999,
               March 31, 2000 and June 30, 2000 the Optionee will have the right
               to purchase any NRP Shares subject thereto in respect of which
               such Option will terminate on July 1, 1998, July 1, 1999, July 1,
               2000 and October 1, 2000, respectively, if such Option is not
               exercised in respect of such NRP Shares prior to such date. The
               Committee may impose such other limitations or conditions on the
               exercise of any Option as the Committee in its discretion deems
               appropriate. Each Option Agreement will provide that the Option
               granted thereunder may be exercised only by signed notice
               accompanied by full payment for the Common Shares or NRP Shares
               being purchased.

        (i)    Early Vesting. The Committee may, in its discretion, incorporate
               into any Option Agreement terms which will, notwithstanding the
               time or times specified in such Option Agreement for the exercise
               of the Option granted thereunder, allow the Optionee to purchase
               all or any of the Common Shares or NRP Shares then subject to
               such Option if the Committee, in its discretion, determines to
               permit the Optionee to exercise such Option in respect of such
               Common Shares or NRP Shares.

        (j)    Formal Bids and Extraordinary Distributions. Each Option
               Agreement will provide that in the event of (i) a formal bid (as
               defined in the Securities Act (British Columbia)) being made for
               any Common Shares or (ii) a distribution referred to in paragraph
               1(3) of Schedule A attached to this Plan being proposed which
               would result in the fraction calculated pursuant to clause (f)
               thereof being a negative number, the Optionee may,
               notwithstanding the time or times specified in such Option
               Agreement for the exercise of the Option granted thereunder,
               purchase all or any of the Common Shares then subject to such
               Option for the purpose of tendering such Common Shares under such
               formal bid or participating in such distribution, provided that
               the Committee may take such steps and require such documentation
               from the Optionee which in its opinion are necessary to ensure
               that such Common Shares are purchased for such purpose.

        (k)    Going Private Transactions. Each Option Agreement will provide
               that in the event that an amalgamation, arrangement,
               consolidation or other transaction is proposed to be carried out
               as a consequence of which the interest of some or all of the
               holders of Common Shares may be terminated, whether pursuant to a
               statutory right of acquisition or otherwise, without the consent
               of such holders and without the substitution therefor of an
               interest of equivalent value in a security of the Company, a
               successor to the Company or an affiliate of the Company that
               carries the right to participate in earnings to an unlimited
               degree or that by its terms is convertible into or exchangeable
               for or carries the right to purchase such a security, subject to
               the 



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               completion of such amalgamation, arrangement, consolidation or
               other transaction and the approval of the amount to be paid to
               the Optionee by all stock exchanges and other organized markets
               on which the Common Shares may then be listed or traded from
               which such approval is required, the Company may terminate all of
               the Optionee's rights to purchase Common Shares under the Option
               granted under such Option Agreement by giving at least 10 days
               prior written notice of such termination to the Optionee and
               paying to the Optionee at the time of completion of such
               amalgamation, arrangement, consolidation or other transaction an
               amount equal to the fair value of such rights as determined by an
               investment dealer of recognized national standing in Canada who
               has not otherwise been retained by the Company or any other
               person in connection with such amalgamation, arrangement,
               consolidation or other transaction. For such purpose the Optionee
               will be deemed to be entitled to exercise the Optionee's rights
               as to the purchase of all of the Common Shares then subject to
               such Option notwithstanding the provisions of paragraph (h) above
               and the fair value of such rights will be determined as the
               amount obtained by multiplying the amount, if any, by which the
               fair value of the consideration per Common Share received by the
               holders whose interest is to be terminated exceeds the Common
               Share Exercise Price under such Option by the number of Common
               Shares then subject to such Option and, absent manifest error,
               the determination of such investment dealer will be conclusive
               and binding on the Optionee and the Company.

        (l)    Representations and Covenants of Optionees. Each Option Agreement
               will contain representations and covenants of the Optionee that:

               (i)    the Optionee has not been induced to enter into such
                      Option Agreement by the expectation of employment or
                      continued employment;

               (ii)   the Optionee is aware that the grant of the Option and the
                      issuance by the Company of Common Shares and NRP Shares
                      thereunder are exempt from registration and have not been
                      registered or otherwise qualified under any applicable
                      securities laws; and

               (iii)  if the Optionee or the Legal Representative exercises the
                      Option, the Optionee or the Legal Representative, as the
                      case may be, will prior to and upon any sale or
                      disposition of any Common Shares and NRP Shares purchased
                      pursuant to the exercise of the Option, comply with all
                      applicable securities laws and all applicable rules and
                      regulations of all regulatory authorities to which the
                      Company is subject, including the Stock Exchanges, and
                      will not offer, sell or deliver any of such Common Shares
                      and NRP Shares, directly or indirectly, in the United
                      States or to any citizen or resident of, or any
                      corporation, partnership or other entity created or
                      organized in or under the laws of, the United States, or
                      any estate or trust the income of which is subject to
                      United States federal income taxation regardless of its
                      source, except in compliance with the securities laws of
                      the United States.



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        (m)    Provisions Relating to Share Issuances. Each Option Agreement
               will contain such provisions as in the opinion of the Committee
               are required to ensure that no Common Shares or NRP Shares are
               issued on the exercise of an Option unless the Committee is
               satisfied that the issuance of such Common Shares and NRP Shares
               will be exempt from all registration or qualification
               requirements of applicable securities laws and will be permitted
               under the applicable rules and regulations of all regulatory
               authorities to which the Company is subject, including the Stock
               Exchanges.

SECTION 9 - GRANT OF FUTURE OPTIONS

Subject to the following rules, the Committee may from time to time grant to any
Eligible Person one or more Future Options (in this Section 9, called an
"Option") as the Committee deems appropriate:

        (a)    Date Option Granted. The date on which an Option will be deemed
               to have been granted under this Plan will be the date on which
               the Committee authorizes the grant of such Option.

        (b)    Number of Common Shares. The number of Common Shares that may be
               purchased under any Option will be determined by the Committee,
               provided that immediately after giving effect to the grant of any
               Option to any Eligible Employee the aggregate number of Common
               Shares reserved for issuance to such Eligible Employee pursuant
               to all Options granted to such Eligible Employee and all other
               stock options granted by the Company to such Eligible Employee
               may not exceed 5% of the number of Common Shares that are then
               outstanding.

        (c)    Exercise Price. The exercise price (the "Future Option Exercise
               Price") per share under any Option will be determined by the
               Committee, provided that such price may not be less than the
               closing price per share for the Common Shares on The Toronto
               Stock Exchange on the trading day immediately preceding the date
               of grant of such Option (or, if no trade of Common Shares
               occurred on The Toronto Stock Exchange on such date, the simple
               average of the high and low board lot trading prices per share
               for the Common Shares on The Toronto Stock Exchange on the five
               trading days immediately preceding such date on which a trade of
               a board lot of Common Shares occurred).

        (d)    Option Agreements. Each Option will be granted under an agreement
               (in this Section 9, called an "Option Agreement") which
               incorporates such terms and conditions as the Committee in its
               discretion deems appropriate and consistent with the provisions
               of this Plan. Each Option Agreement will be executed by the
               Eligible Person to whom the Option is granted (the "Optionee")
               and on behalf of the Company by any member of the Committee or by
               the President, the Executive Vice President and Chief Financial
               Officer or the Corporate Secretary of the Company.

        (e)    Expiry of Options. Each Option will expire on the earlier of:



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               (i)    the date determined by the Committee and specified in the
                      Option Agreement pursuant to which such Option is granted,
                      provided that such date may not be later than the earlier
                      of (A) the date which is the tenth anniversary of the date
                      on which such Option is granted and (B) the latest date
                      permitted under the applicable rules and regulations of
                      all regulatory authorities to which the Company is
                      subject, including the Stock Exchanges; and

               (ii)   the date which is the 90th day after the date on which the
                      Optionee ceases to be a senior officer or employee of the
                      Company or a subsidiary of the Company or a senior officer
                      or employee of a limited partnership of which the general
                      partner is the Company or a subsidiary of the Company;

               or such earlier date as may be provided for in the Option
               Agreement pursuant to which the Option is granted.

        (f)    Non-Transferability of Options. Each Option Agreement will
               provide that the Option granted thereunder is not assignable or
               transferable and may be exercised only by the Optionee or, in the
               event of the death of the Optionee or the appointment of a
               committee of the estate of the Optionee on the grounds that the
               Optionee is incapable, by reason of physical or mental infirmity,
               of managing the Optionee's affairs, the Optionee's legal
               representative or such committee, as the case may be (in this
               Section 9, called the "Legal Representative").

        (g)    Exercise of Options. Subject to the provisions of paragraphs (h)
               and (i) below, each Option Agreement may (but need not), at the
               discretion of the Committee, provide that the Option granted
               thereunder may not be exercised except in accordance with such
               limitations based upon the passage of time after the date on
               which such Option is granted, the satisfaction of specified
               performance criteria relating generally to the Company or
               particularly to the Optionee or the satisfaction or fulfilment of
               any other conditions (including any combination of the
               foregoing), and subject to such provisos, as the Committee may in
               its discretion determine to be appropriate. Each Option Agreement
               will provide that the Option granted thereunder may be exercised
               only by signed notice accompanied by full payment for the Common
               Shares being purchased.

        (h)    Early Vesting. Without limiting the generality of section 9(g),
               the Committee may in its discretion incorporate into any Option
               Agreement terms which will, notwithstanding the limitations
               specified in such Option Agreement for the right of the Optionee
               to exercise the Option granted thereunder, allow the Optionee to
               purchase all or any of the Common Shares then subject to such
               Option if the Committee in its discretion determines to permit
               the Optionee to exercise such Option in respect of such Common
               Shares.

        (i)    Formal Bids and Extraordinary Distributions. Each Option
               Agreement will provide that in the event of (i) a formal bid (as
               defined in the Securities Act (British Columbia)) being made for
               any Common Shares or (ii) a distribution referred to in 



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               paragraph 1(3) of Schedule A attached to this Plan being proposed
               which would result in the fraction calculated pursuant to clause
               (f) thereof being a negative number, the Optionee may,
               notwithstanding the time or times specified in such Option
               Agreement for the exercise of the Option granted thereunder,
               purchase all or any of the Common Shares then subject to such
               Option for the purpose of tendering such Common Shares under such
               formal bid or participating in such distribution, provided that
               the Committee may take such steps and require such documentation
               from the Optionee which in its opinion are necessary to ensure
               that such Common Shares are purchased for such purpose.

        (j)    Going Private Transactions. Each Option Agreement will provide
               that in the event that an amalgamation, arrangement,
               consolidation or other transaction is proposed to be carried out
               as a consequence of which the interest of some or all of the
               holders of Common Shares may be terminated, whether pursuant to a
               statutory right of acquisition or otherwise, without the consent
               of such holders and without the substitution therefor of an
               interest of equivalent value in a security of the Company, a
               successor to the Company or an affiliate of the Company that
               carries the right to participate in earnings to an unlimited
               degree or that by its terms is convertible into or exchangeable
               for or carries the right to purchase such a security, subject to
               the completion of such amalgamation, arrangement, consolidation
               or other transaction and the approval of the amount to be paid to
               the Optionee by all stock exchanges and other organized markets
               on which the Common Shares may then be listed or traded from
               which such approval is required, the Company may terminate the
               Option granted under such Option Agreement by giving at least 10
               days prior written notice of such termination to the Optionee and
               paying to the Optionee at the time of completion of such
               amalgamation, arrangement, consolidation or other transaction an
               amount equal to the fair value of such Option as determined by an
               investment dealer of recognized national standing in Canada who
               has not otherwise been retained by the Company or any other
               person in connection with such amalgamation, arrangement,
               consolidation or other transaction. For such purpose the Optionee
               will be deemed to be entitled to exercise the Optionee's rights
               as to the purchase of all of the Common Shares then subject to
               such Option notwithstanding the provisions of paragraph (g) above
               and the fair value of such Option will be determined as the
               amount obtained by multiplying the amount, if any, by which the
               fair value of the consideration per Common Share received by the
               holders whose interest is to be terminated exceeds the Future
               Option Exercise Price under such Option by the number of Common
               Shares then subject to such Option and, absent manifest error,
               the determination of such investment dealer will be conclusive
               and binding on the Optionee and the Company.

        (k)    Representations and Covenants of Optionees. Each Option Agreement
               will contain representations and covenants of the Optionee that:

               (i)    the Optionee has not been induced to enter into such
                      Option Agreement by the expectation of employment or
                      continued employment;



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               (ii)   the Optionee is aware that the grant of the Option and the
                      issuance by the Company of Common Shares thereunder are
                      exempt from registration and have not been registered or
                      otherwise qualified under any applicable securities laws;
                      and

               (iii)  if the Optionee or the Legal Representative exercises the
                      Option, the Optionee or the Legal Representative, as the
                      case may be, will prior to and upon any sale or
                      disposition of any Common Shares purchased pursuant to the
                      exercise of the Option, comply with all applicable
                      securities laws and all applicable rules and regulations
                      of all regulatory authorities to which the Company is
                      subject, including the Stock Exchanges, and will not
                      offer, sell or deliver any of such Common Shares, directly
                      or indirectly, in the United States or to any citizen or
                      resident of, or any corporation, partnership or other
                      entity created or organized in or under the laws of, the
                      United States, or any estate or trust the income of which
                      is subject to United States federal income taxation
                      regardless of its source, except in compliance with the
                      securities laws of the United States.

        (l)    Provisions Relating to Share Issuances. Each Option Agreement
               will contain such provisions as in the opinion of the Committee
               are required to ensure that no Common Shares are issued on the
               exercise of an Option unless the Committee is satisfied that the
               issuance of such Common Shares will be exempt from all
               registration or qualification requirements of applicable
               securities laws and will be permitted under the applicable rules
               and regulations of all regulatory authorities to which the
               Company is subject, including the Stock Exchanges.

SECTION 10 - SUSPENSION, AMENDMENT OR TERMINATION OF PLAN

This Plan will terminate on the 10th anniversary of the Effective Date or on
such earlier date as the Committee may determine (without prejudice to New
Options or Future Options granted prior to the termination of this Plan). The
Committee will have the right at any time to suspend, amend or terminate this
Plan in any manner including, without limitation, to reflect any requirements of
any regulatory authorities to which the Company is subject, including the Stock
Exchanges, and on behalf of the Company agree to any amendment to any option
agreement under which a New Option or Future Option is outstanding provided that
the Committee in its discretion deems such amendment consistent with the terms
of this Plan, but the Committee will not have the right to:

        (a)    affect in a manner that is adverse or prejudicial to, or that
               impairs, the benefits and rights of any Eligible Person under any
               New Option or Future Option previously granted under this Plan
               except for the purpose of complying with applicable securities
               laws or the bylaws, rules and regulations of the Stock Exchanges;



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        (b)    extend the term of any New Option beyond a period of ten years
               from the date on which the Exchanged Option disposed of in
               consideration for such New Option was granted or the term of any
               Future Option beyond a period of ten years; or

        (c)    grant any Future Option if this Plan is suspended or has been
               terminated.

The full powers of the Committee as provided for in this Plan will survive the
termination of this Plan until all New Options and Future Options have been
exercised in full or have otherwise expired.

The Company will seek approval of the amendments to this Plan approved by the
Committee on March 3, 1998 (with any subsequent amendments thereto as may be
approved by the Committee) by all applicable regulatory authorities (including
the Exchanges) and, if required by the Exchanges, the shareholders of the
Company, on or before December 31, 1998. If any such approvals are required but
are not obtained by such date, such amendments and any Option Agreement in
respect of any Future Option entered into on the basis thereof will terminate on
December 31, 1998 and have no further effect thereafter.

SECTION 11 - ADJUSTMENTS

        (a)    If, but only if, an event described in Schedule A attached to
               this Plan occurs, each option agreement (in this Section 11,
               called an "Option Agreement") under which a New Option or Future
               Option (in this Section 11, both New Options and Future Options
               are called "Options") is outstanding at such time will be amended
               upon the occurrence of such event so that the rights of the
               Eligible Person holding such Option, if any, to purchase Common
               Shares pursuant to such Option Agreement, including the number of
               Common Shares that may be purchased on exercise of such Option
               and the Common Share Exercise Price or the Future Option Exercise
               Price, as the case may be, at which such Common Shares may be
               purchased thereunder, will be adjusted in accordance with the
               provisions set forth in Schedule A attached to this Plan from and
               after, but not before, the occurrence of such event. Successive
               adjustments will be made in the case of the occurrence of more
               than one such event as provided for therein, but, in the case of
               each such event, only from and after the occurrence of such
               event. Until the occurrence of such event, the rights of the
               optionee pursuant to each Option Agreement under which an Option
               is outstanding, including the number of Common Shares that may be
               purchased on the exercise of the Option granted under such Option
               Agreement and the Common Share Exercise Price or the Future
               Option Exercise Price, as the case may be, at which such Common
               Shares may be purchased thereunder, will remain unamended as set
               out in such Option Agreement.

        (b)    If and whenever at any time prior to the expiry or termination of
               all rights to purchase NRP Shares under any New Option the
               Company takes any action affecting or relating to the NRP Shares
               which in the opinion of the Committee would prejudicially affect
               the rights of the Eligible Person holding such New Option, the
               number of NRP Shares that may be purchased by such Eligible
               Person upon the exercise of such New Option and the NRP Share
               Exercise Price under such New 



                                      -12-
<PAGE>   13

               Option will be adjusted by the Committee in such manner, if any,
               and at such time as the Committee may in its sole discretion
               determine to be equitable in the circumstances to such Eligible
               Person. Failure of the Committee to take any action so as to
               provide for any such adjustment on or before the effective date
               of any such action by the Company affecting or relating to the
               NRP Shares will be conclusive evidence that the Committee has
               determined that it is equitable to make no such adjustment in the
               circumstances.

SECTION 12 - INTERPRETATION

Any question arising as to the interpretation of this Plan will be determined by
the Committee and, absent manifest error, such determination will be conclusive
and binding on the Company and all Eligible Persons holding New Options or
Future Options.

In this Plan, unless there is something in the subject matter or context
inconsistent therewith:

        (a)    "employee stock purchase plan" means a plan designed by the
               Company to facilitate the purchase of shares of the Company by
               employees, through payroll deduction, loans, guarantees or
               otherwise, but does not include a stock option plan or a plan
               which does not at any time entail an issuance of securities;

        (b)    "Insider" means:

                    (i)      an insider of the Company (as defined in the
                             Securities Act (British Columbia)), other than a
                             person who falls within that definition solely by
                             virtue of being a director or senior officer of a
                             subsidiary; and

                   (ii)      an associate (as defined in the Securities Act
                             (British Columbia)) of any person who is an insider
                             by virtue of (i) above;

        (c)    "reserved for issuance" refers to shares which may be issued in
               the future upon the exercise of stock options which have been
               granted (shares are considered "reserved for issuance" commencing
               when the options are granted, regardless of when they can be
               exercised);

        (d)    "service provider" for the Company means:

                   (i)       an employee or Insider of the Company or of any of
                             its subsidiaries; and

                   (ii)      any other person engaged to provide ongoing
                             management or consulting services for the Company
                             or for any entity controlled by the Company;

        (e)    "Share Compensation Arrangement" means any stock option, stock
               option plan, employee stock purchase plan or any other
               compensation or incentive mechanism 



                                      -13-
<PAGE>   14

               involving the issuance or potential issuance of Common Shares to
               one or more service providers, including a share purchase from
               treasury which is financially assisted by the Company by way of
               loan, guarantee or otherwise;

        (f)    "stock option" means an option to purchase shares from treasury
               granted to a service provider as a compensation or incentive
               mechanism; and

        (g)    "subsidiary" has the meaning ascribed to that term in the
               Securities Act (British Columbia).



                                      -14-
<PAGE>   15

                                   Schedule A
                         Attached to and forming part of
                            the Stock Option Plan of
                              Intrawest Corporation


               Unless otherwise defined in this Schedule A, the terms and
expressions used herein have the same meaning as the corresponding terms and
expressions used in the Plan.


1. Adjustment

        (1) If and whenever at any time prior to the expiry or termination of
all rights to purchase Common Shares under any New Option or Future Option (in
this Schedule A, each is called an "Option"), as the case may be, the Company:

        (a)    issues any Common Shares to all or substantially all of the
               holders of Common Shares by way of a stock dividend or other
               distribution (other than the issue of Common Shares to holders of
               Common Shares as dividends by way of stock dividend in lieu of a
               cash Dividend Paid in the Ordinary Course or pursuant to any
               dividend reinvestment plan in force from time to time);

        (b)    subdivides or redivides the outstanding Common Shares into a
               greater number of Common Shares; or

        (c)    combines, reduces or consolidates the outstanding Common Shares
               into a lesser number of Common Shares;

then, in each such event, the Common Share Exercise Price or the Future Option
Exercise Price (in this Schedule A, each, if subject to adjustment hereunder, is
called the "Exercise Price") of such Option will, on the record date for such
event, be adjusted to a price which is equal to the product of:

        (d)    the Exercise Price of such Option in effect immediately prior to
               such date; and

        (e)    the fraction of which:

                 (i)  the numerator is equal to the total number of Common
                      Shares that are outstanding on such date before giving
                      effect to such event; and

                (ii)  the denominator is equal to the total number of Common
                      Shares that are outstanding on such date after giving
                      effect to such event.

               Any such issue of Common Shares by way of a stock dividend or
other distribution will be deemed to have been made on the record date for such
stock dividend or other distribution



<PAGE>   16
for the purpose of calculating the number of outstanding Common Shares under
paragraphs 1(2) and (3).

        (2) If and whenever at any time prior to the expiry or termination of
any Option the Company fixes a record date for the issuance of rights, options
or warrants to all or substantially all of the holders of Common Shares
entitling the holders thereof, within a period expiring not more than 45 days
after the date of issue thereof, to subscribe for or purchase Common Shares (or
securities convertible into or exchangeable for Common Shares) at a price per
share (or having a conversion or exercise price per share) of less than 95% of
the Current Market Price of the Common Shares on the earlier of such record date
and the date on which the Company announces its intention to make such issuance,
then, in each such case, the Exercise Price of such Option will be adjusted
immediately after such record date to a price which is equal to the product of:

        (a)    the Exercise Price of such Option in effect on such record date;
               and

        (b)    the fraction of which:

                 (i)  the numerator is equal to the aggregate of:

                      (A)    the total number of Common Shares that are
                             outstanding on such record date; and

                      (B)    the number determined by dividing the aggregate
                             price of the total number of additional Common
                             Shares so offered for subscription or purchase (or
                             the aggregate conversion or exchange price of the
                             convertible or exchangeable securities so offered)
                             by the Current Market Price of the Common Shares on
                             the earlier of such record date and the date on
                             which the Company announces its intention to make
                             such issuance; and

                (ii)  the denominator is equal to the aggregate of:

                      (A)    the total number of Common Shares that are
                             outstanding on such record date; and

                      (B)    the total number of additional Common Shares so
                             offered for subscription or purchase (or into or
                             for which the convertible or exchangeable
                             securities so offered are convertible or
                             exchangeable).

               Such adjustment will be made successively whenever such a record
date is fixed, provided that if two or more such record dates or record dates
referred to in paragraph 1(3) are fixed within a period of 25 trading days, such
adjustment will be made successively as if each of such record dates occurred on
the earliest of such record dates. To the extent that any such rights, options
or warrants are not so issued or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Exercise Price will then be
readjusted to the Exercise Price which would then be in 



                                      -2-
<PAGE>   17

effect if such record date had not been fixed or to the Exercise Price
which would then be in effect based upon the number of Common Shares (or
securities convertible into or exchangeable for Common Shares) actually issued
upon the exercise of such rights, options or warrants, as the case may be.

        (3) If and whenever at any time prior to the expiry or termination of
any Option the Company fixes a record date for the making of a distribution to
all or substantially all of the holders of Common Shares of:

        (a)    shares of any class other than Common Shares whether of the
               Company or any other corporation (other than shares distributed
               to holders of Common Shares as Dividends Paid in the Ordinary
               Course as stock dividends);

        (b)    rights, options or warrants (other than rights, options or
               warrants exercisable by the holders thereof not more than 45 days
               after the date of issue thereof);

        (c)    evidences of indebtedness; and

        (d)    cash, securities or other property or assets (other than cash
               Dividends Paid in the Ordinary Course);

then, in each such case, the Exercise Price of such Option will be adjusted
immediately after such record date to a price which is equal to the product of:

        (e)    the Exercise Price of such Option in effect on such record date;
               and

        (f)    the fraction of which:

                 (i)  the numerator is equal to the amount by which:

                      (A)    the product of (x) the total number of Common
                             Shares that are outstanding on such record date and
                             (y) the Current Market Price of the Common Shares
                             on the earlier of such record date and the date on
                             which the Company announces its intention to make
                             such distribution;

               exceeds

                      (B)    the aggregate fair market value (as determined by
                             the Board of Directors at the time such
                             distribution is authorized) of such shares rights,
                             options or warrants or evidences of indebtedness or
                             cash, securities or other property or assets so
                             distributed; and

                (ii)  the denominator is equal to the product determined under
                      clause (A) above.

               Such adjustment will be made successively whenever such a record
date is fixed, provided that if two or more such record dates or record dates
referred to in paragraph 1(2) are fixed 



                                      -3-
<PAGE>   18

within a period of 25 trading days, such adjustment will be made successively as
if each of such record dates occurred on the earliest of such record dates. To
the extent that such distribution is not so made or to the extent that any such
rights, options or warrants so distributed are not exercised prior to the
expiration thereof, the Exercise Price of such Option will then be readjusted to
the Exercise Price of such Option which would then be in effect if such record
date had not been fixed or to the Exercise Price of such Option which would then
be in effect based upon such shares or rights, options or warrants or evidences
of indebtedness or cash, securities or other property or assets actually
distributed or based upon the number or amount of securities or the property or
assets actually issued or distributed upon the exercise of such rights, options
or warrants, as the case may be.

        (4) In the event that any adjustment of the Exercise Price of any Option
is made pursuant to paragraph 1(1), (2) or (3), including any readjustment, the
number of Common Shares that may be purchased upon the exercise of such Option
will, contemporaneously with such adjustment of such Exercise Price, be adjusted
to a number which is equal to the product of:

        (a)    the total number of Common Shares so purchaseable immediately
               before such adjustment of such Exercise Price; and

        (b)    the fraction which is the reciprocal of the fraction used in such
               adjustment of such Exercise Price.

        (5)    If and whenever at any time prior to the expiry or termination of
               any Option there is:

        (a)    any reclassification of the Common Shares at any time
               outstanding, any change of the Common Shares into other shares or
               any other capital reorganization of the Company other than as
               described in paragraphs 1(1), (2) and (3);

        (b)    any consolidation, amalgamation, merger or other form of business
               combination of the Company with or into any other corporation
               resulting in a reclassification of the outstanding Common Shares,
               any change of the Common Shares into other shares or any other
               capital reorganization of the Company; or

        (c)    any sale, lease, exchange or transfer of the undertaking or
               assets of the Company as an entirety or substantially as an
               entirety to another corporation or entity;

then the Optionee who thereafter exercises such Option will be entitled to
receive, and will accept, for the Exercise Price of such Option then in effect,
in lieu of the number of Common Shares to which he would otherwise have been
entitled, the kind and number or amount of shares or other securities or
property that he would have been entitled to receive as a result of such event
if, on the effective date thereof, he had been the registered holder of the
number of Common Shares which he would have received had he so exercised such
Option immediately before such effective date. If necessary as a result of any
such event, appropriate adjustments will be made in application of the
provisions set forth in this Schedule A with respect to the rights and interests
of Optionees so that the provisions set forth in this Schedule A will thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares or other securities or property thereafter 



                                      -4-
<PAGE>   19

deliverable on the exercise of any Option. Any such adjustment will be made by
and set forth in an amendment hereto approved by the Committee and will for all
purposes be conclusively deemed to be an appropriate adjustment.

        (6) As a condition precedent to taking any action that would require an
adjustment pursuant to this paragraph 1, the Company will take all action which
may, in the opinion of counsel to the Company, be necessary in order that the
Company, or any successor to the Company or successor to the undertaking and
assets of the Company, will be obligated to and may validly and legally issue as
fully paid and non-assessable all the Common Shares or other shares or
securities or property to which Optionees would be entitled to receive
thereafter on the exercise thereof in accordance with the provisions hereof.

        (7) The Company will give notice to each Optionee under each outstanding
Option of its intention to make a distribution referred to in paragraph 1(3)
which results in the fraction calculated pursuant to clause (f) thereof being a
negative number at least 10 days prior to the record date for the making of such
distribution.

2. Adjustment Rules

        (1) The following rules and procedures will be applicable to adjustments
made pursuant to paragraph 1, including any readjustment:

        (a)    the adjustments provided for in paragraph 1 are cumulative, will,
               in the case of any adjustment to the Exercise Price of any
               Option, be computed to the nearest one-tenth of one cent and,
               subject to clause (b) below, will apply (without duplication) to
               successive subdivisions, consolidations, distributions, issuances
               or other events that require such an adjustment;

        (b)    no such adjustment in the Exercise Price of any Option will be
               made unless the price adjustment would result in an increase or
               decrease of at least 1% in such Exercise Price, provided that any
               such adjustment which, except for the provisions of this clause
               (b), would otherwise have been required to be made, will be
               carried forward and taken into account in any subsequent
               adjustment;

        (c)    for the purposes of paragraphs 1(1), (2), and (3) there will be
               deemed not to be outstanding:

                 (i)  any Common Share owned by or held for the account of the
                      Company;

                (ii)  any Common Share owned by or held for the account of any
                      subsidiary of the Company that is a wholly-owned
                      subsidiary; and

               (iii)  that percentage of the Common Shares owned by or held for
                      the account of any subsidiary of the Company that is not a
                      wholly-owned subsidiary, that is equal to the direct and
                      indirect percentage interest of the Company in the
                      outstanding shares of such subsidiary that carry a
                      residual right to participate 



                                      -5-
<PAGE>   20

                      to an unlimited degree in its earnings and in its assets
                      on liquidation or winding-up;

        (d)    no such adjustment will be made in respect of an event described
               in clause (a) of paragraph 1(1) or paragraph 1(2) or (3) if the
               Optionees are entitled to participate in such event, or are
               entitled to participate within 45 days in a comparable event, on
               the same terms, mutatis mutandis, as if they had exercised their
               Options immediately before the record date for or effective date
               of such event;

        (e)    in the absence of a resolution of the Board of Directors fixing a
               record date at which holders of Common Shares are determined for
               purposes of any event referred to in paragraph 1, the Company
               will be deemed to have fixed as the record date therefor the date
               on which the event is effected or such other date as may be
               required by law; and

        (f)    no fractional Common Share shall be issued upon the exercise of
               any Option and accordingly if as a result of any such adjustment
               an Optionee becomes entitled to purchase a fractional Common
               Share such Optionee shall have the right to purchase only the
               next lowest whole number of Common Shares and no payment or other
               adjustment will be made with respect to the fractional Common
               Share so disregarded.

        (2) In any case in which paragraph 1 requires an adjustment to take
effect on or immediately after the record date for an event referred to therein,
the Company may postpone, until the occurrence and consummation of such event,
issuing to any Optionee who holds an Option exercised after such record date and
before the occurrence and consummation of such event the additional Common
Shares or other securities or property issuable upon such exercise by reason of
the adjustment required by such event, provided, however, that the Company will
deliver to such Optionee an appropriate instrument evidencing such Optionee's
right to receive such additional Common Shares or other securities or property
upon the occurrence and consummation of such event and the right to receive any
dividend or other distribution in respect of such additional Common Shares or
other securities or property declared in favour of the holders of record of
Common Shares or of such other securities or property on or after the date of
exercise of such Option or such later date as such Optionee would, but for the
provisions of this paragraph 2(2), have become the holder of record of such
additional Common Shares or of such other securities or property.

        (3) If and whenever at any time prior to the expiry or termination of
any Option the Company takes any action affecting or relating to the Common
Shares, other than any action described in paragraph 1, which in the opinion of
the Committee would prejudicially affect the rights of any Optionee, the number
of Common Shares that may be purchased by such Optionee upon the exercise of his
Option and the Exercise Price of such Option will be adjusted by the Committee
in such manner, if any, and at such time, as the Committee may in its sole
discretion determine to be equitable in the circumstances to such Optionee.
Failure of the Committee to take any action so as to provide for any such
adjustment on or before the effective date of any such action by the Company
affecting or relating to the Common Shares will be conclusive evidence that the
Committee has determined that it is equitable to make no such adjustment in the
circumstances.



                                      -6-
<PAGE>   21

3. Definitions

               In this Schedule A, unless there is something in the subject
matter or context inconsistent therewith:

        (a)    "Current Market Price", on any date, means the average, during
               the period of 20 consecutive trading days ending on the fifth
               trading day before such date, of the average of the high and low
               prices per share at which the Common Shares have traded on The
               Toronto Stock Exchange (or, if the Common Shares are not listed
               on The Toronto Stock Exchange, then on such stock exchange on
               which the Common Shares are listed as may be selected for that
               purpose by the Committee or, if the Common Shares are not listed
               on any stock exchange, then in the over-the-counter market) as
               reported by The Toronto Stock Exchange (or such other stock
               exchange or as quoted by the most commonly quoted or carried
               source of quotations for Common Shares traded in the
               over-the-counter market), provided that if, on any such trading
               day, there are no such reported or quoted high and low prices,
               the average of the closing bid and asked prices per share for
               board lots of the Common Shares reported by The Toronto Stock
               Exchange (or such other stock exchange or as quoted by the most
               commonly quoted or carried source of quotations for shares traded
               in the over-the-counter market) for such trading day will be
               utilized in computing such average, and provided further that if
               the Common Shares are not listed on any stock exchange or traded
               in any over-the-counter market, then the Current Market Price of
               the Common Shares will be determined by the Committee.

        (b)    "Dividend Paid in the Ordinary Course" means any dividend paid by
               the Company on the Old Shares or the Common Shares in any fiscal
               year of the Company (whether in cash, securities, property or
               other assets), provided that the amount of such dividend paid in
               cash and the value of such dividend paid otherwise than in cash
               (any securities, property or other assets so distributed as a
               dividend to be valued at an amount equal to the fair market value
               thereof as determined by the Board of Directors at the time such
               dividend is declared), plus the aggregate amount or value (as so
               determined) of all other dividends previously paid by the Company
               on the Old Shares or the Common Shares (or on any other shares in
               the capital of the Company ranking with respect to the payment of
               dividends on a parity with the Common Shares) in such fiscal
               year, does not exceed the greatest of:

                 (i)     the amount or value (as so determined) which results in
                         the amount or value (as so determined) of dividends per
                         share paid by the Company on the Old Shares or the
                         Common Shares (or on any other shares in the capital of
                         the Company ranking with respect to the payment of
                         dividends on a parity with the Common Shares) during
                         such fiscal year not exceeding 200% of the amount or
                         value (as so determined) per share of all dividends
                         paid by the Company on the Old Shares or the Common
                         Shares (or on any other shares in the capital of the
                         Company ranking with respect to the payment of
                         dividends on a parity with the Common Shares) during
                         the fiscal year of the Company ended immediately prior
                         to the commencement of such fiscal year;



                                      -7-
<PAGE>   22

                 (ii)    the amount or value (as so determined) which results in
                         the amount or value (as so determined) of dividends per
                         share of all dividends paid by the Company on the Old
                         Shares or the Common Shares (or on any other shares in
                         the capital of the Company ranking with respect to the
                         payment of dividends on a parity with the Common
                         Shares) during such fiscal year not exceeding 100% of
                         the amount or value (as so determined) per share of all
                         dividends paid by the Company on the Old Shares or the
                         Common Shares (or on any other shares in the capital of
                         the Company ranking with respect to the payment of
                         dividends on a parity with the Common Shares) during
                         the three successive fiscal years of the Company ended
                         immediately prior to the commencement of such fiscal
                         year; and

                 (iii)   150% of the consolidated net income of the Company
                         before extraordinary items for (but after dividends
                         payable on all shares in the capital of the Company
                         ranking with respect to the payment of dividends prior
                         to the Common Shares in respect of) the fiscal year of
                         the Company ended immediately prior to the commencement
                         of such fiscal year (such consolidated net income,
                         extraordinary items and dividends to be as shown in the
                         audited consolidated financial statements of the
                         Company for such fiscal year or, if there are no
                         audited consolidated financial statements for such
                         fiscal year, computed in accordance with generally
                         accepted accounting principles);

               provided that if any fiscal year which is relevant for purposes
               of the foregoing provisions of this definition is less than 365
               days any amount or value determined in respect of such fiscal
               year pursuant to such provisions will be adjusted by multiplying
               such amount or value by the number obtained by dividing 365 by
               the number of days in such fiscal year;

        (c)    "subsidiary" has the meaning assigned to that term in the Company
               Act (British Columbia); and

        (d)    "trading day", with respect to any stock exchange or
               over-the-counter market, means a day on which shares may be
               traded through the facilities of such stock exchange or in such
               over-the-counter market.


                                      -8-