Exhibit 10.2

            AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AMENDMENT   1  TO  AMENDED  AND   RESTATED   EMPLOYMENT   AGREEMENT   (this
"Amendment"),  dated as of January 23, 2003 between Booth Creek Ski Group, Inc.,
a Delaware corporation  ("Parent"),  Booth Creek Ski Holdings,  Inc., a Delaware
corporation  ("Holdings") and Elizabeth J. Cole ("Executive",  and together with
Parent and Holdings, the "Parties").

     WHEREAS,  the Parties are  parties to the Amended and  Restated  Employment
Agreement dated as of May 1, 2000 (the "Employment Agreement"); and

     WHEREAS,  the Parties wish to amend the  Employment  Agreement as set forth
herein.

     NOW,  THEREFORE,  in consideration for the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties hereby covenant and agree as follows:

          1.   Amendment.  Section  4(g) of the  Employment  Agreement  shall be
               amended as follows:

               (a)  the  date  "October  31,  2002"  in the  5th  line  of  such
                    provision  shall be  replaced  with the  date  "October  31,
                    2003"; and

               (b)  the  reference to "clause iii, iv, or v," in the 9th line of
                    such provision shall be deleted, with the resulting language
                    reading  ".  .  .,  either   Company  shall   terminate  the
                    Employment  Term  pursuant to Section  3.b,  Holdings  shall
                    instead pay to Executive, . . .".

               It is hereby  acknowledged  and agreed  that even in the event of
               termination  of Executive  pursuant to Section  3.b(ii) after the
               date of this  Amendment,  Executive shall continue to be entitled
               to the benefits of Section 4(g) of the Employment Agreement.

          2.   Governing  Law. This  Amendment  shall be construed in accordance
               with,  and  governed  for all  purposes by, the laws of Colorado.

          3.   Authority.  Each of the parties  hereto  represents  and warrants
               that it has all requisite authority to execute this Amendment.

          4.   Counterparts;  Facsimile  Transmission.  This  Amendment  may  be
               executed by facsimile and/or in any number of  counterparts,  any
               or all of which may contain the  signatures  of less than all the
               parties,  and all of which shall be  construed  together as but a
               single  instrument  and shall be binding on the parties as though
               originally  executed on one  originally  executed  document.  All
               facsimile  counterparts  shall be promptly followed with delivery
               of original executed counterparts.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed this AMENDMENT 1 to
AMENDED AND RESTATED EMPLOYMENT AGREEMENT,  either individually or by their duly
authorized agents.


                                                  BOOTH CREEK SKI GROUP, INC.

                                                  By:/s/ Christopher P. Ryman
                                                    ----------------------------
                                                  Name:
                                                  Title:


                                                  BOOTH CREEK SKI HOLDINGS, INC.

                                                  By:/s/ Christopher P. Ryman
                                                    ----------------------------
                                                  Name:
                                                  Title:


                                                  ELIZABETH J. COLE

                                                  By:/s/ Elizabeth J. Cole
                                                    ----------------------------