STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement, ("Agreement"), dated as of July 22,
2002, is entered into by and among BEAR MOUNTAIN RESORT, INC, a California
corporation ("Buyer"), SNOW SUMMIT SKI CORPORATION, a California Corporation
("Summit"), the sole shareholder of Buyer, and BOOTH CREEK SKI HOLDINGS, INC., a
Delaware corporation, ("Seller"), the sole shareholder of BEAR MOUNTAIN, INC., a
Delaware corporation (the "Corporation"). Buyer and Summit are sometimes herein
referred to as "Purchasing Parties."

         WHEREAS, Seller has represented that it owns all the outstanding stock
of the Corporation and Buyer desires to purchase from Seller, and Seller desires
to sell to Buyer, all of the outstanding stock of the Corporation (the
"Shares"); and

         WHEREAS, the Corporation is engaged in the operation of a ski resort by
the name of Big Bear Mountain Ski Resort and a golf course by the name of Big
Bear Mountain Golf Course, all located in or adjoining the City of Big Bear
Lake, California (the "Business"); and

         WHEREAS, the Corporation owns or leases certain real property located
in and around the City of Big Bear Lake, California, and owns or leases certain
tangible and intangible assets used in the Business, including without
limitation buildings and improvements, machinery and equipment, vehicles, retail
inventory, non-retail inventory, logos, intellectual property, contract rights,
water rights, and prepaid expenses and receivables (collectively, the "Assets");
and

         WHEREAS, the Corporation has obtained a special-use permit from the
United States Department of Agriculture - Forest Service ("Forest Service")
granting the right to use certain real property adjacent to the Corporation's
owned real property in order to operate the Business;

         NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants, representations, warranties and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

                                    ARTICLE 1
                                PURCHASE AND SALE
         1.1 Purchase and Sale. Upon the terms and subject to the conditions of
this Agreement, at the Closing (as defined below) Seller shall sell, transfer
and deliver to Buyer, and Buyer shall purchase from Seller, all of the Shares.
<PAGE>


                                    ARTICLE 2
                                 PURCHASE PRICE
         2.1      Base Purchase Price and Adjustment.
                  ----------------------------------
                  (a) The base purchase price shall be Twelve Million and 00/100
Dollars ($12,000,000.00) (the "Base Purchase Price"), adjusted as provided below
(the  "Adjustments") at the date (the "Closing Date") of the Closing (as defined
below).

                  (b) The Base  Purchase  Price shall be increased or decreased,
as the case may be, as specified below:

                   (i)  The  Base  Purchase  Price  shall  be  increased  by the
aggregate  amount  of the  following,  based  on the  recorded  balances  in the
Corporation's  financial  statements at the Closing Date (the  "Working  Capital
Assets"):

                    (1) Petty cash and working cash balances;

                    (2) Accounts Receivable;

                    (3) Inventories; and

                    (4) Prepaid Expenses and Other Current Assets,  less prepaid
                        insurance.

                   (ii) The  Base  Purchase  Price  shall  be  decreased  by the
aggregate  amount of the  following,  to the extent  actually  assumed by Buyer,
based on the recorded balances in the Corporation's  financial statements at the
Closing Date (the "Balance Sheet Assumed Liabilities"):

                    (1) Accounts Payable;

                    (2) Taxes Other than Income Taxes;

                    (3) Unearned Income;

                    (4) Accrued Compensation and Benefits;

                    (5) Other Accrued Liabilities; and

                    (6) Long Term Debt and Current  Portion of Long Term Debt of
                        the Corporation consisting of the 1915 Improvement Bond
                        Act obligation and Other Long-Term Debt - Capital
                        Leases,  each of which shall be fully assumed by Buyer
                        or the Corporation on the Closing Date.

                                       2
<PAGE>

                   (iii) Seller and Buyer shall share equally (i.e.,  on a 50/50
basis) the  responsibility  for funding the budgeted business  activities of the
Corporation  from May 4, 2002 to October 4, 2002 ("the Interim  Period").  Buyer
shall be responsible for all amounts in excess of Seller's share of the budgeted
or projected figures, as described below.  Accordingly,  the Base Purchase Price
shall be  adjusted  by the  aggregate  amount of the  following,  determined  by
reference  to the  financial  statements  which are  regularly  prepared  by the
Corporation,  in  accordance  with  generally  accepted  accounting  principles,
consistently applied ("GAAP"), for purposes of reporting to Seller:

                    (1) The budgeted  EBITDA  Losses for the Interim  Period in
                        the amount of  $1,080,000  (Seller's  50% share  equals
                        $540,000). Seller's share of the budgeted EBITDA Losses
                        shall be funded through the incurrence of actual EBITDA
                        Losses from May 4, 2002 to the Closing Date, subject to
                        Adjustments  to the Base Purchase  Price at the Closing
                        Date to result in the Seller actually  funding $540,000
                        of EBITDA Losses.  Buyer shall be  responsible  for all
                        other EBITDA Losses incurred subsequent to May 3, 2002;
                        provided,  however,  that  Seller  will use  reasonable
                        efforts  to avoid  incurring  actual  EBITDA  Losses in
                        excess of $100,000 of  budgeted  EBITDA  Losses for the
                        period from May 4, 2002 to the Closing  Date unless (a)
                        Buyer has  consented in writing or (b) such increase in
                        actual  EBITDA  Losses  is  due  to  (1)   expenditures
                        reasonably  required  to rectify or address  any of the
                        claims or other matters specified in Section 11.7(f) or
                        (2) unanticipated  expenditures  relating to regulatory
                        or safety matters. (By way of example, if actual EBITDA
                        Losses are  $600,000 for the period from May 4, 2002 to
                        the Closing Date, Seller shall receive a $60,000 credit
                        (the difference  between  $600,000 and $540,000) in the
                        Adjustments  to the Base Purchase  Price.) For purposes
                        of  this   Agreement,   actual  EBITDA  Losses  of  the
                        Corporation   means,  for  any  applicable   period  of
                        determination,  the  sum of (a)  the  Net  Loss  of the
                        Corporation for such period, (b) the provision, if any,
                        for income  taxes of the  Corporation  for such period,
                        (c) the amount of  amortization of intangibles for such
                        period  deducted in arriving at such Net Loss,  (d) the
                        amount of  depreciation  for such  period  deducted  in
                        arriving at such Net Loss, (e) interest charges and (f)
                        any other  non-cash items deducted or added in arriving
                        at such Net Loss, all as determined in accordance  with
                        GAAP.


                    (2) The maintenance  accruals on the Corporation's books as
                        of May 3,  2002,  which  were  approximately  $252,000.
                        Through actual spending or accruals from May 4, 2002 to
                        the Closing Date or  Adjustments  to the Base  Purchase
                        Price,  Seller will be responsible for funding one-half
                        ($126,000) of the maintenance  accrual spending planned
                        for the Summer of 2002.  Buyer shall be responsible for
                        funding the remaining  share  ($126,000) of maintenance
                        accrual spending.  Accordingly, the Base Purchase Price
                        shall be increased  (or  decreased) by the amount which
                        the actual  reduction in the  maintenance  accruals for
                        the period from May 4, 2002 to the Closing Date exceeds
                        (or is less than) $126,000.  (By way of example, if the
                        maintenance  accruals  are  reduced  from  $252,000  to
                        $102,000 at the Closing Date (a reduction of $150,000),
                        Seller shall receive a $24,000  credit (the  difference
                        between  $150,000 and $126,000) in the  Adjustments  to
                        the Base Purchase Price).


                                       3
<PAGE>

                    (3) The preliminary 2002 maintenance capital allocation for
                        the Corporation is $350,000. Through actual spending or
                        accruals to the Closing Date or Adjustments to the Base
                        Purchase Price, Seller shall be responsible for funding
                        one-half ($175,000) of the maintenance capital spending
                        for 2002.  Buyer shall be  responsible  for funding all
                        other 2002 maintenance  capital spending.  Accordingly,
                        the  Base   Purchase   Price  shall  be  increased  (or
                        decreased)   by  the  amount  by  which  2002  recorded
                        maintenance capital  expenditures,  as reflected on the
                        Corporation's   monthly  capital  expenditures  report,
                        exceed (or are less than) $175,000. (By way of example,
                        if 2002 recorded  maintenance  capital  expenditures to
                        the Closing Date were $200,000,  Seller would receive a
                        $25,000  credit (the  difference  between  $200,000 and
                        $175,000)  in  the  Adjustments  to the  Base  Purchase
                        Price).

                    (4) Other  Adjustments  as mutually  agreeable to Buyer and
                        Seller.

                   (iv) In order to comply with a Stipulated  Order of Abatement
with the  South  Coast Air  Quality  Management  District  (the  "SCAQMD"),  the
Corporation  is in the process of  installing  thirty-five  airless fan guns and
related infrastructure (the "Fan Gun Project").  Through May 3, 2002, Seller and
Corporation funded $565,000 of costs associated with the Fan Gun Project.  Buyer
shall be  responsible  for  funding all  amounts  incurred  after May 4, 2002 in
connection  with the  completion of the Fan Gun Project,  the estimated cost for
which is $885,000 (although Seller makes no representation or warranty regarding
the actual  amounts that will be incurred to achieve  completion).  Accordingly,
Seller shall receive a credit in the  Adjustments to the Base Purchase Price for
the amount of recorded capital  expenditures for the Fan Gun Project from May 4,
2002 to the  Closing  Date.  From and after the  Closing  Date,  the Buyer shall
directly assume all remaining obligations, liabilities and costs associated with
completing the Fan Gun Project.

                                       4
<PAGE>

                   (v) The  Corporation  is currently  pursuing grant funds from
the SCAQMD to offset a portion of its  previous and planned  investments  in the
Fan Gun Project.  Buyer shall  receive a credit in the  Adjustments  to the Base
Purchase  Price for any grant funds  received from the SCAQMD up to the $435,000
requested by the Corporation in its application (the "Requested Amount"). Seller
shall receive a credit in the  Adjustments  to the Base  Purchase  Price for any
amount of grant funds  received by the  Corporation  in excess of the  Requested
Amount.  Following the Closing Date,  Buyer or the  Corporation may pursue grant
funds for the Fan Gun Project for their own account; provided that any amount of
such  funds  in  excess  of  the  Requested  Amount  received  by  Buyer  or the
Corporation after the Closing Date shall promptly be paid to Seller.  Seller and
Corporation  make no  representation  or warranty  regarding  the  likelihood of
success of the  efforts to date to obtain such grant funds or whether the SCAQMD
will grant any funds to the Corporation in the future.

                   (vi) The  Corporation  is  currently  pursuing  property  tax
assessment  reductions for 2001 and 2002 pursuant to Proposition 8. Seller shall
retain  all  rights  with  respect to any such  property  tax refund  claims for
periods  prior to the Closing  Date.  If any  property  tax refunds are received
prior to the Closing Date, Seller shall receive a credit for such refunds in the
Adjustments to the Base Purchase Price.  Following the Closing Date, Buyer shall
(on  behalf  of the  Corporation)  cause  Corporation  to or  permit  Seller  on
Corporation's behalf to continue to pursue the property tax refunds for Seller's
sole  account and  benefit,  and Buyer shall cause the  Corporation  to remit to
Seller any  proceeds of such  property tax refund  received by the  Corporation.
Seller shall be solely responsible for all costs and expenses incurred after May
3, 2002 in pursuit of property  tax  refunds  for the tax  periods  prior to the
Closing Date.  Buyer shall execute and deliver and cause  Corporation to execute
and deliver to Seller such powers of attorney or other  instruments  appropriate
to enable Seller to pursue such property tax refunds or receive  payment thereof
from the relevant authorities.

                   (vii) Buyer shall bear or be  responsible  for (i) all taxes,
other than  taxes  measured  based on the  income of Seller or the  Corporation,
resulting from the sale of the Common Stock and (ii) all title insurance  costs,
license transfer fees and other costs of obtaining the necessary  regulatory and
contractual approvals to consummate the proposed transaction.

                   (viii) Buyer shall  assume or, as set forth below,  reimburse
Seller for the following purchase commitments of the Corporation:

                    (1) Rental equipment purchases for the 2002/2003 season.

                    (2) Uniform purchases for the 2002/2003 season.

                    (3) Retail inventory  purchases.

                    (4) Groomer   acquisitions   for  the   2002/2003   season,
                        including  (a) lease  buyouts in the amount of $110,000
                        for 2 BR2000  Bombardier  groomers and (b) the purchase
                        of a BR275MP groomer for $140,000 plus  accessories and
                        taxes.

                   To the extent that Seller or the Corporation  pays or accrues
any amount  towards the  purchase of any of the above  commitments  prior to the
Closing Date,  Seller shall be reimbursed  for the full amount of such purchases
or acquisitions through the Adjustments to the Base Purchase Price.

                                       5
<PAGE>

         2.2  Determination  of Total Purchase  Price. In payment for the Shares
Buyer  shall  pay  the  sum of the  Base  Purchase  Price,  as  adjusted  by the
Adjustments (the "Total Purchase Price") in the manner described above.

         2.3 Payment of the Closing  Purchase  Price.  On the Closing Date Buyer
will pay to Seller,  by wire transfer of immediately  available funds, an amount
equal to the Base  Purchase  Price  plus or minus a good faith  estimate  of the
Adjustments prepared by Seller.

         2.4  Closing  Balance  Sheet.  Seller at its  expense  shall  prepare a
post-Closing adjustments schedule (the "Adjustments Schedule") as of the Closing
Date, in  conformity  with GAAP,  which shall  provide a detailed  schedule with
supporting  material  setting forth the  calculation of the  Adjustments to Base
Purchase  Price  described  in Section  2.1(b).  Buyer  shall give and cause the
Corporation  to give  Seller  access to all  information  relevant  to  Seller's
preparation of the  Adjustments  Schedule.  Seller shall deliver the Adjustments
Schedule to Buyer within thirty (30) days after the Closing Date.

         2.5 Closing  Balance  Sheet Dispute  Resolution.  Any dispute which may
arise  between  Seller and Buyer as to such  Adjustments  Schedule or the proper
amount of the  Adjustments  described in Section 2.1(b) shall be resolved in the
following manner:

                  (a)  Buyer,  if it  disputes  the  amount  of the  Adjustments
specified in the  Adjustments  Schedule,  shall notify Seller in writing  within
fifteen (15) days after receipt of the Adjustments  Schedule that Buyer disputes
the amount of the Adjustments  specified in the  Adjustments  Schedule and shall
specify in reasonable detail the nature of the dispute;

                  (b) during the fifteen (15) day period  following  the date of
such  notice,  Seller and Buyer  shall  attempt to resolve  such  dispute and to
determine the  appropriateness of the Adjustments  Schedule or the amount of the
Adjustments shown thereon; and

                  (c) if at the end of the fifteen (15) day period  specified in
subsection  (b)  above,  Seller and Buyer  shall have  failed to reach a written
agreement  with respect to such  dispute,  the dispute  shall be resolved by and
through an expedited  arbitration  ("Expedited  Arbitration")  proceeding  to be
conducted  before  a  single  arbitrator  under  the  auspices  of the  American
Arbitration  Association (or any like organization or successor  thereto) at Los
Angeles,  California,  except that the parties and the arbitrator will also have
all of the rights and duties  provided by Section 1283.05 of the California Code
of  Civil  Procedure,  which  is  hereby  made a part  of this  Agreement.  Such
arbitration  proceeding  shall be  conducted in as expedited a manner as is then
permitted  by the  commercial  arbitration  rules  (formal or  informal)  of the
American  Arbitration  Association,  and the arbitrator in any such  arbitration
shall be a certified  public  accountant.  Both the  foregoing  agreement of the
parties to  arbitrate  any and all such claims and the  results,  determination,
finding, judgment and/or award rendered through such Expedited Arbitration shall
be final and binding on the parties hereto and may be  specifically  enforced by
legal  proceedings.  Any such Expedited  Arbitration may be initiated by written
notice from either  party to the other which shall be a  compulsory  and binding
proceeding on each party. The Expedited  Arbitration shall be conducted before a
single arbitrator  selected in accordance with the rules pertaining to expedited
arbitration. The costs of said arbitrator and the Expedited Arbitration shall be
borne equally by the parties  hereto.  Each party shall bear separately the cost
of their  respective  attorneys,  witnesses and experts in connection  with such
Expedited  Arbitration.  Time is of the  essence of this  Expedited  Arbitration
procedure,  and the  arbitrator  shall be instructed  and required to render his
decision within ten (10) days following completion of the Expedited Arbitration.

                                       6
<PAGE>

         2.6 Deposit. (a) Prior to the execution and delivery of this Agreement,
Seller shall have received  evidence that Buyer has deposited with Lawyers Title
Insurance  Company  (the  "Escrow  Agent"),  having its office at 251 South Lake
Avenue,  4th.  Floor,  Pasadena,  CA 91101,  the sum of Three  Hundred  Thousand
Dollars  ($300,000.00)  (such sum, together with any earnings thereon,  shall be
the "Deposit") in good funds.

                  (b) Subject to Section 2.7, the Deposit  shall be  distributed
by Escrow Agent to Seller as partial payment of the Purchase Price in accordance
with Section 2.3.

                  (c)  The  Escrow   Agent   shall   hold  the   Deposit  in  an
interest-bearing   account  reasonably   acceptable  to  Seller  and  Buyer,  in
accordance  with the terms and  conditions  of this  Agreement.  Buyer  shall be
responsible for the payment of all costs and fees imposed on the Deposit account
or otherwise  owing to the Escrow  Agent in  connection  with the  Deposit.  The
Deposit  and all  accrued  interest  on such sum shall be  deemed  income of the
Deposit  account and shall be distributed by the Escrow Agent in accordance with
the terms hereof.

         2.7 Deposit as Liquidated  Damages.  IN THE EVENT THE SALE OF THE STOCK
AS  CONTEMPLATED  HEREUNDER IS NOT CONSUMMATED FOR ANY REASON EXCEPT AS A RESULT
OF BUYER'S  TERMINATION  OF THIS  AGREEMENT  PURSUANT  TO SECTION  15.3 DUE TO A
DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER,  THE DEPOSIT  (INCLUDING ALL
INTEREST  EARNED  THEREON) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED
DAMAGES.  IN VIEW OF THE  RESTRICTIONS  PLACED ON SELLER IN THE OPERATION OF THE
BUSINESS  DURING  THE  INTERIM  PERIOD  AS  PROVIDED  IN  SECTION  6.2 AND OTHER
CONSIDERATIONS,  THE PARTIES  ACKNOWLEDGE  THAT SELLER'S  ACTUAL  DAMAGES IN THE
EVENT  THAT  THE  SALE  IS NOT  CONSUMMATED  WOULD  BE  EXTREMELY  DIFFICULT  OR
IMPRACTICABLE TO DETERMINE.  THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 2.7
BELOW, THE PARTIES  ACKNOWLEDGE THAT THE  NONREFUNDABLE  DEPOSIT HAS BEEN AGREED
UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES
AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT
OCCUR. IN ADDITION,  BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION  CHARGES.
NOTWITHSTANDING  THE  FOREGOING,  IN NO EVENT  SHALL THIS  SECTION 2.7 LIMIT THE
DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER
PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, OR
(B) THIRD PARTY CLAIMS.  BY THEIR  SEPARATELY  EXECUTING THIS SECTION 2.7 BELOW,
BUYER AND  SELLER  ACKNOWLEDGE  THAT THEY  HAVE  READ AND  UNDERSTOOD  THE ABOVE
PROVISION  COVERING  LIQUIDATED  DAMAGES AND THAT EACH PARTY WAS  REPRESENTED BY
COUNSEL,  WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT
THE TIME THIS AGREEMENT WAS EXECUTED.

                /s/ Christopher P. Ryman                /s/ Richard C. Kun
         ----------------------------------        -----------------------------
                     SELLER                                   BUYER

                                       7
<PAGE>


         Section 2.8 Escrow Agent. Escrow Agent shall hold and dispose of the
Deposit in accordance with the terms of this Agreement. Seller and Buyer agree
that the duties of Escrow Agent hereunder are purely ministerial in nature and
shall be expressly limited to the safekeeping and disposition of the Deposit in
accordance with this Agreement. Escrow Agent shall incur no liability in
connection with the safekeeping or disposition of the Deposit for any reason
other than Escrow Agent's willful misconduct or gross negligence. In the event
that Escrow Agent shall be in doubt as to its duties or obligations with regard
to the Deposit, or in the event that Escrow Agent receives conflicting
instructions from Buyer and Seller with respect to the Deposit, Escrow Agent
shall not be required to disburse the Deposit and may, at its option, continue
to hold the Deposit until both Buyer and Seller agree as to its disposition, or
until a final judgment is entered by a court of competent jurisdiction directing
its disposition, or Escrow Agent may interplead the Deposit in accordance with
California law. Escrow Agent shall not be responsible for any interest on the
Deposit except as is actually earned, or for the loss of any interest resulting
from the withdrawal of the Deposit prior to the date interest is posted thereon.
Escrow Agent shall execute this Agreement solely for the purpose of being bound
by the provisions of Sections 2.6, 2.7 and 2.8.


                                    ARTICLE 3
                                   THE CLOSING

         The closing of the transactions contemplated by this Agreement shall
take place at the offices of Loeb & Loeb LLP, 10100 Santa Monica Blvd., Los
Angeles, CA 90067, at 10:00 a.m. local time, on September 20, 2002, or sooner,
at such other place and/or time as the parties may agree (the "Closing"). The
date on which the closing takes place is referred to herein as the "Closing
Date". In the event that the conditions specified in this Agreement have not
been fulfilled by such date, the parties may extend the Closing for an
additional period or periods by mutual consent. The parties further agree that
time is of the essence in fulfilling the obligations to consummate the
transactions contemplated by this Agreement on or before the specified date of
Closing.

                                       8
<PAGE>

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Except as set forth in the Schedule of Exceptions attached hereto as
Schedule 4A (which shall be supplemented at Closing to reasonably reflect
changes occurring during the period from the Stub Period Date to the Closing
Date, the "Schedule 4A Supplement"), Seller hereby represents and warrants to
Buyer that the following facts and circumstances are true and correct to
Seller's knowledge as of the date of this Agreement; notwithstanding anything to
the contrary set forth in this Agreement, all representations and warranties set
forth in this Article 4 are expressly limited to Seller's knowledge. For
purposes of this Agreement, and all schedules and exhibits hereto and documents
delivered or to be delivered in connection herewith, "Seller's knowledge" means
the actual knowledge of Elizabeth Cole, Ross Agre, Christopher Ryman, Brian Pope
and Mark Petrozzi as of the date of this Agreement, without inquiry or
investigation:

         4.1 Organization, Good Standing, and Qualification.  The Corporation is
a corporation duly organized,  validly existing,  and in good standing under the
laws of Delaware,  is duly  qualified to do business and in good standing in the
State of California and has all necessary corporate powers to own its properties
and to carry on its  business  as now  owned and  operated  by it.  Neither  the
ownership  of its  properties  nor  the  nature  of its  business  requires  the
Corporation  to be  qualified  in  any  jurisdiction  other  than  Delaware  and
California.  Seller is a corporation duly organized,  validly  existing,  and in
good  standing  under  the  laws  of  Delaware.  The  Corporation's  issued  and
outstanding  capital stock consists of one hundred (100) shares of common stock,
$0.01 par value.  All such issued and  outstanding  shares of common  stock have
been duly  authorized  and issued,  are fully paid and  non-assessable,  and are
owned of record and beneficially by Seller without any adverse claim,  interest,
lien or other rights in any other person  (other than the lien in favor of Fleet
Bank as agent for Fleet Bank and US Bank as lenders  under the  Seller's  senior
credit facility,  which lien shall be released on or prior to the Closing Date).
The  Corporation  does not have any  outstanding  options,  warrants  or similar
rights to acquire,  or any securities  convertible into or exchangeable for, any
of its capital stock. Upon consummation of the transaction  contemplated herein,
the Buyer will own all of the outstanding equity in the Corporation.

         4.2 Financial  Statements.  SCHEDULE 4.2-1 to this Agreement sets forth
the Interim  Balance Sheet at May, 3 2002 (the "Stub Period Date";  such balance
sheet to be referred to herein as the "Stub  Period  Balance  Sheet"),  together
with the related  unaudited  statements of income and retained  earnings for the
period  ended May 3,  2002.  SCHEDULE  4.2-2 to this  Agreement  sets  forth the
balance  sheets of the  Corporation  as of October 30,  l998,  October 29, l999,
October 27, 2000 and November 2, 2001 ("Last Fiscal Year End"),  and the related
statements of income and retained earnings for the years then ended, (which have
been  subjected to auditing  procedures in connection  with the annual audits of
Seller's  Consolidated  Financial  Statements).   The  financial  statements  in
SCHEDULES  4.2-1 and 4.2-2 are referred to as the  "Financial  Statements."  The
Financial   Statements  attached  hereto  have  been  prepared  based  upon  the
accounting practices, procedures and methods regularly and historically employed
by the  Corporation  for reporting to Seller and are in accordance  with GAAP as
historically applied by the Corporation  throughout the periods indicated and in
accordance  with the books  and  records  of the  Corporation  (which  books and
records are complete and correct in all material  respects)  and in all material
respects  present  fairly the financial  position of the  Corporation  as of the
respective dates of the balance sheets included in the Financial Statements, and
the results of its operations for the respective periods indicated.

                                       9
<PAGE>

         4.3 Debts, Obligations and Liabilities.  SCHEDULE 4.3 to this Agreement
contains a true and complete  schedule of all debts and known liabilities of the
Corporation  recorded in the Stub Period Balance Sheet in excess of $25,000. The
Corporation has no material debt, obligation or liability of any nature (whether
absolute,  accrued,  contingent  or otherwise  and whether due or to become due)
that is not disclosed in this Agreement or the Schedules hereto.

         4.4 Absence of Specified Changes. Since the Stub Period Date, there has
not been any:

                  (a) material unusual purchase commitment or transaction by the
Corporation except in the ordinary course of business as conducted on that date;

                  (b)  change  in the  financial  condition  of the  Corporation
(other than operating losses incurred in the ordinary course of business) or the
Assets or the Business that has a Material Adverse Effect;  for purposes of this
Agreement and any related  document or  instrument,  "Material  Adverse  Effect"
means a material  adverse effect on (i) the assets,  liabilities,  properties or
business of the Corporation, taken as a whole, (ii) the validity, binding effect
or  enforceability  of this Agreement or (iii) the ability of the Corporation to
perform its obligations under this Agreement;  provided,  however,  that none of
the following shall constitute a Material Adverse Effect on the Corporation: (x)
occurrences due to a disruption of the  Corporation  business as a result of the
announcement  of the execution of this Agreement or changes caused by the taking
of action required by this Agreement, (y) general economic conditions or (z) any
changes generally affecting the industries in which the Corporation operates;

                  (c)  destruction,  damage  to,  or loss of any  assets  of the
Corporation  (whether or not covered by  insurance)  or the Business  that has a
Material Adverse Effect;

                  (d) labor  trouble or similar  event or  condition  that has a
Material Adverse Effect;

                  (e)  execution,  creation,  amendment  or  termination  of any
material  contract  agreement,  or license to which the  Corporation is a party,
except in the ordinary course of business, that has a Material Adverse Effect;

                  (f) mortgage,  pledge,  or other  encumbrance  of any material
Asset,  other than  arising by  operation  of law or in the  ordinary  course of
business consistent with past practice;

                  (g)  other  event or  condition  of any  character  that has a
Material Adverse Effect; or

                  (h)  agreement  by the  Corporation  to do  any of the  things
described  in the  preceding  clauses  (a)  through  (g) which  agreement  has a
Material Adverse Effect.

         4.5  Tax  Returns  and  Audits.  Within  the  times  and in the  manner
prescribed  by law,  the  Corporation  and (with  respect  to the  Corporation's
federal and state income tax returns) Seller, have filed all federal,  state and
local tax  returns  required  by law and have paid all taxes,  assessments,  and
penalties shown on such returns as due and payable  relating to the Corporation,
the  Assets  or  the  Business.  The  provisions  for  taxes  reflected  in  the
Corporation's  Balance Sheet as of the Stub Period Date are adequate for any and
all federal,  state,  county and local taxes payable by the  Corporation for the
period ending on the date of that balance sheet, whether or not disputed.  There
are no present  disputes as to taxes of any nature  payable by the  Corporation,
although,  as described in Section  2.1(b)(vi),  Seller and the  Corporation are
currently  pursuing  property  tax  reductions  for 2001 and  2002  pursuant  to
Proposition 8.

                                       10
<PAGE>

         4.6  Real  Property.  SCHEDULE  4.6-1  to  this  Agreement  contains  a
materially  complete  and  accurate  legal  description  of each  parcel of real
property owned by the  Corporation  (collectively,  the "Owned Real  Property").
SCHEDULE  4.6-2 to this  Agreement  contains a materially  complete and accurate
description of each parcel of real property leased by the Corporation  including
that   portion  of  the  Golf  Course  owned  by  the  City  of  Big  Bear  Lake
(collectively,  the "Real  Property  Leases",  and together  with the Owned Real
Property, the "Real Property"). All of the Real Property Leases are valid and in
full  force,  and there does not exist any  material  default or event that with
notice or lapse of time, or both,  would constitute a material default under any
of  the  Real  Property  Leases.  All  the  buildings,  fixtures  and  leasehold
improvements  used by the  Corporation  in the  Business are located on the Real
Property or on the real  property used by the  Corporation  pursuant to the USFS
Permit (as defined in Section 4.27). Except for the Real Property Leases,  there
is no material unrecorded or undisclosed legal or equitable interest in the Real
Property owned or claimed by any person, firm or corporation.

         There exists no unfulfilled obligation on either of Seller or the
Corporation to dedicate or grant an easement or easements over any portion or
portions of the Owned Real Property to a governmental entity or utility.

         4.7 Improvements.  The improvements  located on the Owned Real Property
are  in  material  compliance  with  all  applicable  laws,  ordinances,  rules,
regulations,  and codes,  and are in reasonable  and  serviceable  condition and
repair,  normal wear and tear excepted.  Neither the Owned Real Property nor the
use or occupancy thereof materially violates applicable laws, ordinances, rules,
regulations,  codes, judgments, orders or covenants, conditions and restrictions
material to the  operation of the Business,  whether  federal,  state,  local or
private.

         4.8  Zoning.  The  zoning  of each  parcel  of  property  described  in
SCHEDULES 4.6-1 and 4.6-2 permits the presently  existing  improvements  and the
continuation of the business  presently being conducted on such parcel and there
is no pending or contemplated  rezoning thereof.  All the Owned Real Property is
in compliance with the California  Subdivision Map Act and all applicable  local
subdivision  ordinances in all material respects. No final subdivision or parcel
map is required in connection with this Agreement.

         4.9 No  Commitments.  There are no material  outstanding,  defaulted or
unsatisfied  contracts,  commitments,  agreements  (including without limitation
developer agreements) or understandings which have been made to, with or for the
benefit of any governmental  authorities,  utility companies,  school districts,
water districts, improvement districts or other governmental agencies, bodies or
authorities which would impose any material  obligation,  liability or condition
on the  Corporation or the Owned Real Property to grant any easements or to make
any payments,  contributions  or  dedications  of money or land or to construct,
install or  maintain  or to  contribute  to the  construction,  installation  or
maintenance of any improvements of a public or private nature, whether on or off
the Owned Real Property.

                                       11
<PAGE>

         4.10 Continued Use of Real Property. There are no claims,  governmental
investigations,  litigations  or  proceedings  which are  pending or  threatened
against the Owned Real Property, or the Corporation or the Business with respect
to the Owned Real Property,  which would have a Material  Adverse Effect.  There
are no presently pending, contemplated or threatened proceedings to (a) condemn,
take or demolish the Owned Real  Property or any part  thereof,  (b) declare the
Owned Real  Property or any part thereof a nuisance or (c) to exercise the power
of  eminent  domain or a similar  power  with  respect to all or any part of the
Owned Real Property.

         4.11  Big Bear  Lake  Pipeline.  The  Corporation  is the  owner of the
pipeline and related pumping plant and facilities from Big Bear Lake to the land
the  Corporation  is allowed to use pursuant to the USFS  Permit,  as defined in
Section  4.27 (the  "Lake  Pipeline").  The Lake  Pipeline  is located in public
rights of way, in  easements,  in the Owned Real  Property  and in the land used
pursuant to the USFS Permit. All of the contracts and agreements  permitting the
Corporation  to  locate  the Lake  Pipeline  in such  public  rights  of way and
easements are valid,  binding and  enforceable  in accordance  with their terms.
There are currently no material defaults or events that, with notice or lapse of
time, or both,  would  constitute a material default by any party to any of such
contracts and agreements.  The Lake Pipeline is in good operating  condition and
repair, normal wear and tear excepted. Neither of the Corporation nor the Seller
has received any written  notice or written  indication  that the Lake  Pipeline
would have to be relocated.  There are no claims,  governmental  investigations,
litigation  or  proceedings  which are  pending or  threatened  against the Lake
Pipeline, Seller, or the Corporation which would affect the operation, continued
use or location of the Lake Pipeline.

         4.12  Parking, Traffic Control and Shuttle System.  The Corporation has
adequate permits, licenses and approvals for its parking and traffic control and
to operate  its  shuttle  system  between  its  parking  lots and the Owned Real
Property  (the  "Shuttle  System"),  all as operated  during the  2001-2002  ski
season,  and to permit the Shuttle System to be operated  immediately  after the
Closing  along the routes and in the manner  that it was  operated  during  that
season.

         4.13  Inventories.  The  inventories  included in the Assets consist of
items of a quality and quantity  useable or saleable in the  ordinary  course of
business by the Corporation,  except for obsolete or slow moving items and items
below  standard  quality  which  have  been  written  down on the  books  of the
Corporation to net realizable market value or have been provided for by adequate
reserves.  All  items  included  in the  inventories  are  the  property  of the
Corporation,  except for sales made in the ordinary course of business for which
either the purchaser has made full payment or the purchaser's  liability to make
payment is reflected in the books of the  Corporation.  No items included in the
inventories  have been pledged as collateral,  or are held by the Corporation on
consignment  from third  parties.  The  Corporation's  inventories  shown on the
balance  sheets  included in the  Financial  Statements  are based on quantities
determined  by physical  count or  measurement,  taken  within the  preceding 12
months, and are valued at the lower of cost (determined on a first-in, first-out
basis) or market value and on a basis  consistent  with prior years.

                                       12
<PAGE>

         4.14 Other Tangible Personal Property.  Each item of equipment or group
of items with a book value in excess of  $10,000,  other than  Inventories,  and
each improvement to the Real Property or group of improvements with a book value
in excess of $10,000 is listed in SCHEDULE  4.14 to this  Agreement.  All of the
equipment,  improvements  and  inventories  are, or on the Closing Date will be,
located  on the Real  Property  or the  real  property  used by the  Corporation
pursuant to the USFS Permit.  The tangible Assets of the Corporation  constitute
all tangible personal  property  necessary for the conduct by the Corporation of
the  Business as  conducted  by the  Corporation  thus far during its  2001-2002
fiscal  year.  All motor  vehicles  included  in the Assets  have  current  smog
certificates.  Except  as  reflected  on  SCHEDULE  4A, no  material  equipment,
improvement  or  inventories  used by the  Corporation  in  connection  with the
Business  is  held  under  any  lease,  security  agreement,  conditional  sales
contract,  or  other  title  retention  or  security  arrangement,  or is in the
possession of anyone other than the Corporation.

         4.15 Accounts Receivable. The accounts receivable reflected on the Stub
Period Balance Sheet, and the accounts  receivable created after the Stub Period
Date,  are  valid and  genuine  and arose  from  bona fide  transactions  in the
ordinary course of the Corporation's business.

         4.16 Trade Names,  Trademarks  and  Copyrights.  SCHEDULE  4.16 to this
Agreement is a true,  correct and complete  list of all  registered  trademarks,
service marks,  logos, trade names, web site addresses,  and copyrights owned by
the  Corporation,  together  with a  brief  description  of  each.  There  is no
infringement or alleged  infringement  by others of any such trademark,  service
mark,  trade  name or  copyright  which has had or may have a  Material  Adverse
Effect.  The  Corporation  has  not  received  any  written  notice  that it has
infringed or is now  infringing on any  trademark,  service mark,  trade name or
copyright  belonging to any other person.  The Corporation is not a party to any
license, agreement or arrangement,  whether as licensor,  licensee,  franchiser,
franchisee, or otherwise,  with respect to any trademarks,  service marks, trade
names, or applications for them, or any copyrights.

         4.17 No Patent Rights.  The Corporation  does not own, hold or have any
rights,  licenses  or  immunities  with  respect  to  any  patents,  inventions,
industrial models,  processes,  designs,  formulas and applications for patents.
The  Corporation  has not infringed  and is not now  infringing on any patent or
related right belonging to any person, firm, or corporation.  The Corporation is
not a party to any  license,  agreement,  or  arrangement,  whether as licensee,
licensor,  or  otherwise,  with respect to any patent,  application  for patent,
invention, design, model, process, trade secret, or formula.

                                       13
<PAGE>

         4.18 Title to Assets.

                  4.18.1  Except for the Leased Real  Property and the land used
pursuant to the USFS Permit and leased equipment referred to in the Schedules to
this Agreement,  the Corporation owns the real, personal,  mixed,  tangible, and
intangible assets of the Corporation that are used in the Business.

                  4.18.2  All these  assets or  interests  are free and clear of
mortgages, liens, pledges, charges,  encumbrances,  equities, claims, easements,
rights of way, covenants,  conditions, or restrictions (collectively,  "Liens"),
except  for (i)  those  disclosed  in the Stub  Period  Balance  Sheet or in the
Schedules  to this  Agreement;  (ii) any Lien for current  taxes not yet due and
payable or being  contested in good faith by appropriate  proceedings  for which
adequate  reserves have been  established in accordance  with GAAP;  (iii) Liens
contemplated by and existing  pursuant to agreements to which the Corporation is
a party;  (iv)  those  disclosed  in  Schedule  4A, (v) those  disclosed  in the
preliminary  title report for the Owned Real Property from First  American Title
Insurance  Company  dated March 21, 2002, a copy of which has been  delivered to
Buyer,  (vi) any  statutory  Lien arising in the ordinary  course of business by
operation of law with respect to a liability  that is not yet due or  delinquent
and (vii) any minor  imperfection of title or similar Lien which individually or
in the aggregate with other such Liens does not  materially  impair the value of
the property  subject to such Lien or the use of such property in the conduct of
the Business.  All real property  fixtures and tangible personal property of the
Seller including without limitation all buildings,  lifts, snow-making machinery
and other  equipment is in reasonable and  serviceable  operating  condition and
repair,  ordinary wear and tear  excepted,  and has been properly and adequately
maintained  in  accordance   with  the   manufacturer's   specifications   where
applicable. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER DISCLAIMS ALL
OTHER  WARRANTIES  REGARDING  THE  CORPORATION'S  ASSETS,  EXPRESSED OR IMPLIED,
INCLUDING  WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE.
The  Corporation  is in possession  of all premises  leased to it under the Real
Property  Leases.  Neither  any  officer,  nor any  director  or employee of the
Corporation,  nor any spouse,  child, or other relative of any of these persons,
owns,  or has  any  interest,  directly  or  indirectly,  in any of the  real or
personal  property  owned by or leased  to the  Corporation  or any  copyrights,
patents,  trademarks, trade names, or trade secrets licensed by the Corporation.
The Corporation  does not occupy any real property in material  violation of any
law, regulation, or decree.

         4.19 Customers and Vendors.  SCHEDULE 4.19-1, which will be provided to
Buyer at the  Closing,  will be a  materially  correct and  current  list of all
season pass,  group sales and other mass purchase  customers of the  Corporation
during  the  2001-2002  ski  season.  SCHEDULE  4.19-2  to this  Agreement  is a
materially  correct  and  current  list  of all  vendors  and  suppliers  of the
Corporation during the 2001-2002 ski season.

         4.20 Insurance  Policies.  SCHEDULE 4.20 to this Agreement is a list of
all insurance  policies held by Seller covering the  Corporation,  its assets or
its  business.  The  policy  limits  of each of these  policies  is set forth in
SCHEDULE 4.20.

         4.21  Other  Contracts.  SCHEDULE  4.21  is  a  complete  list  of  all
contracts,  agreements,  arrangements,  leases, commitments, permits (other than
those set forth in Schedule 4.29),  licenses,  registrations and authorizations,
oral or  written,  executed  or  executory,  entered  into or  agreed  to by the
Corporation in connection  with the Business or by which the  Corporation or the
Assets are  currently  bound  which call for future  consideration  of more than
$25,000 or require performance by the Corporation of any obligation for a period
of time extending beyond one year from the date hereof (the "Contracts"), copies
of which  written  Contracts  have been  provided to Buyer or its  counsel.  All
material  Contracts  are valid and binding  upon the parties  thereto  except as
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors  generally.  There is no material default or event that with notice
or lapse of time, or both,  would  constitute a material default by any party to
any of the material  Contracts.  Neither Seller nor the Corporation has received
written notice that any party to any of the material Contracts intends to cancel
or terminate such Contract or Contracts.

                                       14
<PAGE>

         4.22 Compliance  with Laws. The Corporation is in compliance  with, and
not in violation of,  applicable  federal,  state, or local statutes,  laws, and
regulations  (including,  without limitation,  any applicable building,  zoning,
environmental protection, water use, occupational health and safety, employment,
disability  rights or food service  facilities  law,  ordinance,  or regulation)
affecting  its  properties  or  the  operation  of  the  Business  except  where
non-compliance  or violation has not had and could not reasonably be expected to
have a  Material  Adverse  Effect.  No  material  capital  expenditures  will be
required  for  compliance  with  applicable  federal,  state  or  local  laws or
regulations  now in  force,  the  non-compliance  with  which  has had or  could
reasonably  be expected to have a Material  Adverse  Effect.  No  proceeding  is
pending against the Corporation as a holder of any alcoholic beverage license to
be  transferred  under  this  Agreement  before  the  California  Department  of
Alcoholic  Beverage  Control  and no  investigation  is now in  progress  by the
California  Department  of  Alcoholic  Beverage  Control  concerning  any act or
omission that could result in an  accusation,  claim or  proceeding  being filed
against the Corporation.

         4.23  Litigation.  SCHEDULE 4.23 sets forth a brief  description of all
suits, actions, arbitrations, and legal, administrative,  and other proceedings,
and governmental  investigations  pending or threatened against the Corporation,
or against  Seller with respect to any of the  Corporation's  business,  assets,
financial condition or prospects. None of the matters set forth in SCHEDULE 4.23
if decided  adversely to the Corporation will have a Material Adverse Effect. If
and to the extent  requested  by Buyer,  Seller has made  available  for Buyer's
inspection  copies of all relevant court papers and other documents  relating to
the matters set forth in SCHEDULE 4.23,  other than matters the defense of which
has been tendered to and accepted by one of Seller's  insurers.  The Corporation
is not in default with respect to any order, writ, injunction,  or decree of any
federal, state, local, or foreign court, department,  agency, or instrumentality
where such  default has had or could  reasonably  be expected to have a Material
Adverse  Effect.  Except as set forth in SCHEDULE 4.23,  the  Corporation is not
presently  engaged  in any legal  action (as  plaintiff  or  cross-claimant)  to
recover moneys due to it or damages sustained by it.

         4.24  Agreement  Will Not Cause Breach or Violation.  Neither  Seller's
entry into this Agreement nor its performance of the  transactions  contemplated
hereby will result in or constitute any of the following  which has had or could
reasonably be expected to have a Material  Adverse  Effect:  (i) a breach of any
material term or provision of this  Agreement;  (ii) a default or an event that,
with notice or lapse of time or both, would be a default,  breach,  or violation
of the articles of incorporation  or bylaws of Seller or any material  Contract;
(iii) an event that would permit any party to terminate any material Contract or
to accelerate the maturity of and indebtedness evidenced by a material Contract;
(iv) the creation or  imposition  of any lien,  charge,  or  encumbrance  on any
Assets  which,  in the  aggregate,  are  material  to the  Business;  or (v) the
violation  of  any  law,  regulation,  ordinance,  judgment,  order,  or  decree
applicable to or affecting the Corporation, the Business or the Assets.

         4.25  Authority  and  Consents.  Seller  has the  right,  power,  legal
capacity and  authority to enter into,  and perform its  obligations  under this
Agreement,  and, except as set forth on SCHEDULE 4A, no approvals or consents of
any persons other than Seller are necessary in connection with it. The execution
and  delivery  of this  Agreement  by Seller  have been duly  authorized  by all
necessary  corporate  action of Seller  (including all necessary legal action by
security  holders),  and this Agreement  constitutes a legal,  valid and binding
obligation of Seller enforceable in accordance with its terms, except as limited
by  bankruptcy  and  insolvency  laws and by other laws  affecting the rights of
creditors generally.

                                       15
<PAGE>

         4.26  Documents  Delivered.  Each copy or original of any Contract,  or
other  material  instrument  or  document  which is  delivered  by Seller or its
counsel to Buyer or its counsel or representatives,  whether before or after the
execution  hereof,  is a true,  correct and complete copy and has not, as of the
date of delivery thereof, been amended, canceled or otherwise modified.

         4.27 Forest Service Permit.  SCHEDULE 4.27 to this Agreement contains a
materially  complete and accurate  description  of the real  property  which the
Corporation  is entitled to use to conduct its Business  pursuant to and for the
term set forth in the special use permit  issued  December 3, 1996 by the Forest
Service  (the "USFS  Permit").  The USFS Permit is valid and in full force,  and
there does not exist any material  default or event that with notice or lapse of
time, or both, would  constitute a material  default under the USFS Permit.  All
fees and  charges  required to be paid by the  Corporation  pursuant to the USFS
Permit have been properly  computed and fully paid,  and no such fees or charges
have been  deferred  or are now due and  owing,  except as  accrued  in the Stub
Period Balance Sheet.

         4.28 Employee Benefit Plans. Each employee benefit plan established for
the Corporation's employees, to the extent applicable:

                  (a)  Is in  substantial  compliance  with  all  reporting  and
disclosure  requirements of the Employee Retirement Income Security Act of l974,
as amended ("ERISA");

                  (b) Has had the materially  correct Form 5500, 990 and/or 1041
filed timely for each year of its existence;

                  (c) Has not  engaged  in any  material  non-exempt  prohibited
transaction as described in ERISA or the Internal Revenue Code ("Code");

                  (d) Has materially  complied with the bonding  requirements of
ERISA;

                  (e) Has no issue pending nor any issue  resolved  adversely to
the  Corporation  which can reasonably be anticipated to subject the Corporation
to a payment of a material penalty, interest, tax or other amount; and

                  (f) Can be unilaterally  terminated or amended on no more than
90 days notice.

Any voluntary employee benefit association ("VEBA") has been submitted and
approved as exempt from federal income tax. Except as otherwise agreed between
the parties or as set forth in Section 11.11, no plan, arrangement or agreement
will cause the Corporation to have liability for severance pay as a result of
Buyer acquiring the Stock. Except as required by the Consolidated Omnibus Budget
Reconciliation Act ("COBRA") or as otherwise may be required by law, the
Corporation does not provide employee post-retirement medical or health coverage
or contribute to any plan that does. All group health plans maintained by the
Corporation have been operated in material compliance with COBRA. All employee
pension benefit plans intended to be qualified under Section 401 of the Code
have received a favorable determination letter from the Internal Revenue Service
("IRS") and no event has occurred since the issuance of such letter(s) which can
reasonably be anticipated will result in the disqualification of those plans.
All plans that are required to be funded in accordance with the Code have been
so funded. The Corporation has paid all premiums due the Pension Benefit
Guaranty Corporation ("PBGC"). No employee pension benefit plan has been
terminated which would cause the Corporation to have liability to the PBGC.

                                       16
<PAGE>

         4.29 Environment

                  4.29.1  Definitions.  For  purposes  of  this  Agreement,  the
following terms shall have the following meanings:

                    (a) The term "Real  Property"  as used in this  Section 4.29
shall mean and refer to both the Owned Real  Property  and the  property  leased
under the Real Property Leases.

                    (b) The term  "Environmental  Law(s)"  means  each and every
applicable federal, state and local law, statute, ordinance,  regulation,  rule,
judicial  or  administrative  order  or  decree,  permit,   license,   approval,
authorization or similar requirement of each and every federal,  state and local
governmental  agency  or  other  governmental   authority,   pertaining  to  the
protection of human health or the environment,  including without limitation, as
amended, the Comprehensive  Environmental  Response,  Compensation and Liability
Act of 1980, the Resource  Conservation  and Recovery Act, the Clean Air Act and
the Clean Water Act.

                    (c) The term "Hazardous Substance" means any substance which
is (i) defined as a hazardous  substance,  hazardous material,  hazardous waste,
pollutant  or  contaminant  under  any  Environmental   Law,  (ii)  a  petroleum
hydrocarbon,  including  crude oil or any  fraction  thereof,  (iii)  hazardous,
toxic, corrosive, flammable, explosive, infectious, radioactive, carcinogenic or
a reproductive toxicant or (iv) regulated pursuant to any Environmental Law.

                    (d) The term "Release" means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping
or disposing into the environment  (including without limitation the abandonment
or discarding  of barrels,  containers,  and other  receptacles  containing  any
Hazardous Substance).

                  4.29.2  Compliance  with  Law.  The  Real  Property,  and  all
existing uses and  conditions of the Real Property,  are in material  compliance
with all  Environmental  Laws the  non-compliance  with  which  has had or could
reasonably  be  expected  to have a Material  Adverse  Effect,  and  neither the
Corporation nor the Seller has received any notice of violation  issued pursuant
to any  Environmental  Law  with  respect  to the  Real  Property  or any use or
condition thereof.

                  4.29.3   Handling  of   Hazardous   Substances.   Neither  the
Corporation nor any other present or former owner,  tenant,  occupant or user of
the Real Property has used, handled, generated, produced, manufactured, treated,
stored, transported, released, discharged or disposed of any Hazardous Substance
on, under or from the Real Property in material  violation of any  Environmental
Law where such  violation  has had or could  reasonably  be  expected  to have a
Material Adverse Effect.

                                       17
<PAGE>

                  4.29.4 No Release of Hazardous Substances. There is no Release
or threatened Release of any Hazardous Substance existing on, beneath or from or
in the surface or ground water  associated with the Real Property,  nor is there
or has there been any Release or threatened Release of Hazardous  Substances on,
beneath or from the Real  Property  occurring  at any time in the past which has
had or could reasonably be expected to have a Material Adverse Effect.

                  4.29.5   Permits.   All   material   permits,   licenses   and
authorizations  required by or issued pursuant to any Environmental Law or other
law for the  ownership or operation  of the Real  Property or the  Corporation's
business  have been  obtained  and are  presently  maintained  in full force and
effect.  SCHEDULE  4.29-1 is a true and  complete  listing of all such  permits,
licenses  and  authorizations.  The  Real  Property  and the  operations  of the
Corporation's  business are in compliance with all material terms and conditions
of such permits, licenses and authorizations except where non-compliance has not
had and could not  reasonably  be  expected to have a Material  Adverse  Effect.
Except as disclosed on SCHEDULE 4A, neither the  Corporation  nor the Seller has
received  any  written  notice of any  alleged  violation  of any such  permits,
licenses or other authorizations.

                  4.29.6  No  Proceedings.  There  exists  no writ,  injunction,
decree,  order or judgment  outstanding,  nor any  lawsuit,  claim,  proceeding,
citation,  directive, summons or investigation pending or threatened pursuant to
any Environmental Law relating to (i) the ownership, lease, occupation or use of
the Real  Property  by the  Corporation  or any other  present or former  owner,
tenant, occupant or user of the Real Property, (ii) any alleged violation of any
Environmental Law by the Corporation or (iii) the suspected presence, release or
threatened  Release of any Hazardous  Substance  on, under,  in or from the Real
Property not in material  compliance  with  Environmental  Laws,  nor does there
exist  any  valid  basis  for any such  lawsuit,  claim,  proceeding,  citation,
directive, summons or investigation.

                  4.29.7 Storage of Hazardous Substances. Except as described on
SCHEDULE  4.29-2,  there are no aboveground or underground  tanks located on the
Real  Property  used or formerly  used for the purpose of storing any  Hazardous
Substance  and there are no  Hazardous  Substances  stored on the Real  Property
except as needed for use,  maintenance  and repair of the Assets or operation of
the  Business.

                  4.29.8 No Asbestos or PCB's.  There is no  asbestos-containing
building material on the Real Property  presently in need of abatement (in light
of construction  projects  currently in progress on the Real  Property),  and no
asbestos abatement or remediation work has been performed on the Property during
Seller's  ownership  of  the  Corporation.  There  is  no  Corporation-owned  or
Seller-owned  PCB-containing equipment or PCB-containing material located on the
Real Property.

                                       18
<PAGE>

                                   ARTICLE 5
               PURCHASING PARTIES' REPRESENTATIONS AND WARRANTIES

         The Purchasing Parties, jointly and severally, represent and warrant to
Purchasing Parties knowledge (which, for purposes of this Agreement, shall be
deemed to be the actual knowledge of Dick Kun, Steve Trainor, Bob Sokolwoski,
Karl Klouser, Robert Pratte, Robert Tarras and Janet Evans) that:

         5.1  Organization  and  Good  Standing.  Buyer  is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
California  and has all  necessary  corporate  power  and  authority  to own its
properties  and to carry on its business as now owned and operated by it. Summit
is a corporation duly organized, validly existing and in good standing under the
laws of the  State of  California  and has all  necessary  corporate  power  and
authority  to own its  properties  and to carry on its business as now owned and
operated by it.

         5.2 Corporate Authority.  Each of the Purchasing Parties has the right,
power,  legal  capacity and authority to enter into and perform its  obligations
under this  Agreement  and no  approvals  or consents  of any person  other than
Purchasing  Parties are  necessary  in  connection  with it. The  execution  and
delivery of this  Agreement  and the  consummation  of this  transaction  by the
Purchasing  Parties have been duly authorized by all necessary  corporate action
of the Purchasing  Parties,  and this Agreement  constitutes a legal,  valid and
binding obligation of each of the Purchasing  Parties  enforceable in accordance
with its terms, except as limited by bankruptcy and insolvency laws and by other
laws affecting the rights of creditors generally.

         5.3 Agreement Will Not Cause Breach or Violation. Neither the execution
of this  Agreement  by the  Purchasing  Parties  nor  their  performance  of the
transactions  contemplated  hereby  will  result  in or  constitute  any  of the
following:  (i) a breach of any material  term or  provision of this  Agreement;
(ii) a default or an event that, with notice or lapse of time or both,  would be
a default,  breach, or violation of the articles of incorporation or bylaws of a
Purchasing  Party or any material  agreement by which it is bound;  or (iii) the
violation of an law, regulation, ordinance judgment, order, or decree applicable
to  or  affecting  a  Purchasing  Party.

         5.4  Confidentiality  Agreement.  The Purchasing  Parties have complied
with all terms and conditions of that certain  Confidentiality  Agreement  dated
March 10, 2000 by and between Seller,  Corporation  and Summit,  as the same was
acknowledged  and confirmed  pursuant to that certain letter  agreement  between
Seller,  Corporation  and  Summit  dated  April  23,  2002  (collectively,   the
"Confidentiality Agreement").

         5.5  Documents  Delivered.  Each copy or original of any  instrument or
document  which is  delivered  by the  Buyer or its  counsel  to  Seller  or the
Corporation (or their counsel or  representatives),  whether before or after the
execution hereof, is a true, correct and complete copy and has not been amended,
canceled or otherwise modified.

         5.6 No Buyer Knowledge of Seller Misrepresentation. Except as disclosed
on  SCHEDULE  5.6,  no  facts or  circumstances  exist  or are  believed  by the
Purchasing  Parties  to  exist  which,  if  within  Seller's  knowledge,   would
constitute  a breach of any  representation,  warranty or covenant of Seller set
forth  in this  Agreement  or any  exhibit  hereto  or  document  or  instrument
delivered or to be delivered pursuant to the terms hereof.

         5.7  Parental  Guarantee;   Loan  Commitment.   Concurrently  with  the
execution and delivery of this Agreement, Summit has duly executed and delivered
to Seller a Guarantee of Obligations in the form of EXHIBIT 5.7 attached hereto,
pursuant  to which  Summit has  guaranteed  Buyer's  performance  of each of its
obligations under this Agreement.  A true, complete and correct copy of Summit's
loan  commitment  from Wells Fargo Bank has been delivered to Seller.  Except as
disclosed on SCHEDULE 5.7, such loan  commitment is unmodified and in full force
and effect.  Based on such loan  commitment from Wells Fargo Bank and other cash
resources available to Summit and Buyer, the Purchasing Parties have, and at the
Closing will have, sufficient financial resources to consummate the transactions
contemplated hereby.

                                       19
<PAGE>

                                   ARTICLE 6
                       SELLER'S OBLIGATIONS BEFORE CLOSING

         Seller covenants that, except as otherwise agreed in writing by Buyer,
from the date of this Agreement until (i) the Closing or termination of this
Agreement or (ii) in the case of Sections 6.2, 6.3, 6.5, 6.6, 6.7 and 6.9, if
earlier, September 20, 2002:

         6.1  Buyer's  Access  to  Premises  and  Information.  Subject  to  the
confidentiality  provisions  of  Section  7.1  hereof  and  the  Confidentiality
Agreement, Buyer and its counsel,  accountants,  and other representatives shall
be entitled to have  reasonable  access during normal  business hours to all the
Corporation's  properties,  books, accounts,  records,  contracts, and documents
other  than those  related to the  Excluded  Assets (as  defined in Section  6.8
hereof).  Seller  shall  furnish  or cause  to be  furnished  to  Buyer  and its
representatives all data and information concerning the Business,  finances, and
properties of the Corporation that may reasonably be requested.

         6.2 Conduct of Business in Normal Course. During the Interim Period the
Corporation   shall  carry  on  its  business  and  activities   diligently  and
substantially  in the same manner as they previously have been carried on and in
conformity with all applicable laws,  rules and regulations,  and shall not make
or institute any unusual or novel methods of purchase,  sale, lease, management,
marketing,  accounting or operation that will vary  materially  from the methods
used by Seller as of the date of this Agreement. Without limiting the foregoing,
Seller  shall  not (i) make  any  agreements  or  commitments  for  advertising,
promotions or other  marketing  efforts  that,  in each case,  would require the
expenditure by the  Corporation  of more than $25,000  (except (a) to the extent
relating to the initial  season pass  initiative  described in (ii)(a) below and
(b) for agreements or commitments  relating to  participation by the Corporation
in ski industry  shows and events and the  distribution  by the  Corporation  of
complimentary  or  discounted  tickets  and  vouchers),  or (ii)  determine  and
publicly  announce,  or make  commitments  with  respect to, the pricing of lift
tickets and other products or services of the  Corporation for the 2002/2003 ski
season (other than (a) an initial season pass offering that will be revocable at
any time and will not dictate  future season pass pricing and (b) any offerings,
packages or products  made or offered to group  customers),  without,  in either
case,  the  approval  of the Buyer  (which  approval  shall not be  unreasonably
withheld or delayed). Seller shall cooperate with Buyer to facilitate the smooth
and  efficient  transfer of control of the  Corporation  to Buyer on the Closing
Date.

         6.3 Preservation of Business and Relationships.  Seller shall cause the
Corporation  to use its  commercially  reasonable  efforts,  without  making any
commitments on behalf of Buyer, to preserve its business organization intact, to
keep available to Buyer its present officers and employees (other than employees
who will work for  Seller  after  the  Closing),  and to  preserve  its  present
relationships   with   suppliers,   customers,   and  others   having   business
relationships with it.

                                       20
<PAGE>

         6.4  Maintenance of Insurance.  Seller shall continue to carry in force
its  existing  insurance  for the  business  and the assets of the  Corporation,
subject to  variations  in amounts  required by the ordinary  operations  of its
business.

         6.5 Employees, Compensation and Benefit Plans.

                  6.5.1 Seller and the Corporation shall not do, or agree to do,
any of the  following  acts  outside the  ordinary  course of the  Corporation's
business as conducted prior to the date hereof:  (i) grant any material increase
in salaries payable or to become payable to any officer,  employee, sales agent,
or  representative,  (ii) materially  increase  benefits payable to any officer,
employee,  sales  agent,  or  representative  under any bonus or pension plan or
other contract or commitment,  or (iii) make any material  modifications  to any
collective bargaining agreement to which it is a party by which it may be bound;
provided,  however, that Seller at its expense shall be entitled to pay one-time
bonuses to any or all of the  employees of the  Corporation  if it desires to do
so. From and after a date at least 20 days prior to the  Closing,  Seller  shall
permit  Buyer  free  access  to  communicate  and meet  with  the  Corporation's
employees  at all  reasonable  times for the  purpose  of  discussing  with such
employees the operation of the Business following the Closing.

                  6.5.2 Seller shall take all  necessary  action to ensure that,
effective as of the Closing,  the Corporation shall no longer be a participating
employer in any of Seller's employee benefit plans.

         6.6 New Transactions. Except as described on SCHEDULE 6.6, Seller shall
not  cause  the  Corporation  to do or  agree to do any of the  following  acts,
without  the  prior  written  consent  of  Buyer,  which  consent  shall  not be
unreasonably withheld or delayed:

                  (a) enter into any contract,  commitment,  or  transaction  or
incur any  liabilities  not in the usual and  ordinary  course of its  business,
consistent with past practice; or

                  (b)  enter  into  any  material   contract,   commitment,   or
transaction  in the usual and  ordinary  course of business  involving an amount
exceeding $25,000, individually, or $250,000 in the aggregate; or

                  (c)  sell,  lease or  dispose  of,  or  subject  to any  lien,
security interest or encumbrance,  any Assets or any part of the Business, other
than in the  usual  and  ordinary  course  of  business,  consistent  with  past
practice; or

                  (d) initiate,  participate in or enter into an agreement to do
any of the actions described in the foregoing subparagraphs (a) - (c).

         6.7 Existing  Agreements.  Without the prior written  consent of Buyer,
which consent shall not be  unreasonably  withheld or delayed,  Seller shall not
modify,   amend,   cancel,   or  terminate  any  of  the  Contracts  where  such
modification, amendment cancellation would have a Material Adverse Effect.

         6.8  Transfer to Seller of Excluded  Assets.  Prior to Closing,  Seller
shall  cause the  transfer  from the  Corporation  to the Seller  ownership  and
possession  of the assets  described  on SCHEDULE 6.8 (the  "Excluded  Assets").
Notwithstanding  anything  to the  contrary  set forth in this  Agreement,  such
transfer of the Excluded  Assets is expressly  permitted by this  Agreement  and
shall not be considered a breach or default by Seller or the  non-fulfillment of
any condition to performance by the Purchasing Parties.

                                       21
<PAGE>

         6.9 No  Solicitations.  From and after the date of this Agreement until
the Closing or termination of this Agreement pursuant to Article 15, Seller will
not,  nor will it authorize or permit the  Corporation  or any of its  officers,
directors,  affiliates or employees or any investment banker,  attorney or other
advisor or  representative  retained by any of them to,  directly or indirectly,
(i) solicit or initiate the making,  submission or  announcement of any proposed
acquisition  of  the  Corporation  or  its  business,  (ii)  participate  in any
substantive negotiations regarding any such proposed acquisition, or (iii) enter
into  any  contract   agreement  or  commitment   contemplating   such  proposed
acquisition.

Notwithstanding the foregoing, if the Closing has not occurred by September 20,
2002 and regardless of whether the Closing Date has been mutually extended
beyond such date, Sections 6.2, 6.3, 6.5, 6.6, 6.7 and 6.9 shall, as of such
date, no longer apply and Seller shall not be bound in any way by the
restrictions or obligations set forth in such provisions.

                                   ARTICLE 7
                 PURCHASING PARTIES' OBLIGATIONS BEFORE CLOSING

         Purchasing Parties covenant as follows:

         7.1 Confidentiality. In the event the transactions contemplated by this
Agreement  are not  consummated  for  any  reason,  all  copies  of  proprietary
documents and  information  provided to Buyer by Seller or the  Corporation  (or
their  attorneys  or  other   representatives)   hereunder,   including  without
limitation  customer lists, shall be returned to Seller by Buyer or destroyed by
Buyer,  and  Buyer  shall  maintain  in  confidence  all  proprietary  data  and
information that the Buyer has obtained regarding the Corporation, its Assets or
its  Business and shall not disclose or utilize the same except with the consent
of the Seller,  which may be granted or withheld in Seller's  sole and  absolute
discretion.  All such  proprietary  documents,  data and  information  is hereby
deemed "Confidential Information" as defined in the Confidentiality Agreement.

         7.2 Restrictions on Communications.  Unless and until the occurrence of
the  Closing,  neither  Buyer or Summit nor any  officer,  director  or employee
thereof or anyone acting on their behalf shall  communicate  in any way directly
with any officer or employee of the Corporation other than Brent Tregaskis.  All
communications  regarding the  Corporation or with any of its personnel shall be
coordinated  through Brent  Tregaskis,  who will, if appropriate  and necessary,
arrange for access to other personnel of the Corporation.

                                   ARTICLE 8
                   CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

         The obligations of Buyer to purchase the Stock under this Agreement are
subject to the satisfaction, at or before the Closing, of all the conditions set
out below in this Article 8. Buyer may waive any or all of these conditions;
provided, however, that by proceeding with the Closing the Purchasing Parties
shall waive all of their rights or remedies, at law or in equity, for any Seller
default of any of its representations, warranties, or covenants under this
Agreement which is within Buyer's Knowledge prior to or as of the Closing.

                                       22
<PAGE>

         8.1 Accuracy of Seller's Representations and Warranties. Subject to the
Schedule 4A  Supplement,  all  representations  and warranties by Seller in this
Agreement or in any written statement that shall be delivered to Buyer by Seller
under this Agreement shall be true on and as of the Closing Date in all material
respects  as  though  made  at  that  time   (except  to  the  extent  that  any
representation  and warranty was made  expressly as of an earlier date, in which
case it shall have been true and  correct in all  material  respects  as of such
date).

         8.2  Absence of Liens.  At or prior to the  Closing,  Buyer  shall have
received a UCC search  report  dated as of a date not more than five days before
Closing issued by the California Secretary of State indicating that there are no
filings under the Uniform  Commercial  Code on file with such Secretary of State
which name the  Corporation  as debtor or otherwise  indicating  any lien on the
Assets, except for (a) those leases and liens described in the Schedules hereto,
(b) other  leases  entered into or liens  granted in the ordinary  course of the
Corporation's business, (c) other liens described in Section 4.18.2 or (d) as to
which either (i) UCC Termination Statements have been obtained from lien holders
subject only to Seller's  payment of specified dollar amounts at Closing or (ii)
as to which Seller has obtained pay-off letters and UCC Termination Statements.

         8.3 Seller's Performance.  Seller shall have performed,  satisfied, and
complied in all material respects with all material covenants,  agreements,  and
conditions required by this Agreement to be performed or complied with by Seller
on or before the Closing Date.

         8.4 Sales and Use Tax. Seller shall have furnished to Buyer a clearance
letter from the California  Board of Equalization as evidence that all sales and
use and  other  tax  liabilities  of the  Corporation  (other  than  income  tax
liabilities)  have been fully satisfied or provided for with respect to all full
fiscal years of the Corporation ending prior to Closing.

         8.5  Department of Employment  Development  Release.  Seller shall have
furnished to Buyer a clearance  certificate  from the  California  Department of
Employment  Development dated not more than sixty (60) days prior to the Closing
Date  as  evidence  that  all  employee  withholding  and  other  taxes  of  the
Corporation  have been fully  satisfied or provided for with respect to all full
fiscal years of the Corporation ending prior to Closing.

         8.6  Certification by Seller.  Buyer shall have received a certificate,
dated the Closing Date, signed and verified by an officer of Seller  certifying,
in such  detail  as Buyer  and its  counsel  may  reasonably  request,  that the
conditions specified in Sections 8.1 and 8.3 have been fulfilled.

         8.7 Opinions of Seller's Counsel. Buyer shall have received from Loeb &
Loeb LLP,  counsel for Seller,  an opinion dated the Closing Date, to the effect
that:

                  (a) The  Corporation  and  Seller is each a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
respective state of incorporation  and has all necessary  corporate power to own
its  properties  as now owned and operate its  business as now  operated  and to
perform its obligations under this Agreement;

                                       23
<PAGE>

                  (b) This Agreement has been duly and validly  authorized  and,
when  executed  and  delivered  by the Seller,  will be valid and binding on the
Seller and enforceable  against the Seller in accordance with its terms,  except
as limited by bankruptcy  and  insolvency  laws and by other laws  affecting the
rights of creditors generally;

                  (c) Except as set forth in the  schedules  to this  Agreement,
such  counsel  does  not  know  of any  suit,  action,  arbitration,  or  legal,
administrative,  or other  proceeding or Governmental  investigation  pending or
threatened against the Corporation; and

                  (d) Neither the execution  nor delivery of this  Agreement nor
the  consummation  of the  transactions  contemplated  by  this  Agreement  will
constitute  a default,  or an event  that would with  notice or lapse of time or
both constitute a default under, or violation or breach of, Seller's articles of
incorporation or bylaws.

         In rendering its opinion, such counsel for Seller may rely on
certificates of governmental authorities and certificates of officers of the
Seller.

         8.8 Absence of Litigation.  No action,  suit, or proceeding  before any
court or any  governmental  body or  authority  shall  have been  instituted  or
threatened on or before the Closing Date which  challenges this Agreement or any
transactions contemplated hereby or which claims damages in a material amount as
a result of the consummation of this Agreement.

         8.9  Corporate  Approval.  The execution and delivery by Seller of this
Agreement and the other  documents,  instruments  and agreements  referred to or
provided  for  herein,  and the  performance  by  Seller  of its  covenants  and
obligations  hereunder,  shall  have  been  duly  authorized  by  all  necessary
corporate  action,  including without  limitation  approval by Seller's Board of
Directors, and Buyer shall have received copies of all resolutions pertaining to
that corporate authorizations, certified by the secretary or assistant secretary
of Seller.

         8.10 Title  Policies.  Buyer,  at Buyer's sole cost and expense,  shall
have received  updated title  insurance  policies,  dated as of or  sufficiently
proximate to the Closing  Date,  issued by Lawyers Title  Company,  insuring fee
simple title in the  Corporation to all the Owned Real Property  subject only to
(i) the lien,  if any, of current real property  taxes,  payment of which is not
delinquent,  (ii) liens and encumbrances with respect to the Owned Real Property
disclosed  in SCHEDULE 4A and (iii) other  objections  and  exceptions  noted in
these title insurance policies which have been approved in writing by Buyer.

         8.11 Corporation Tax Clearance. Buyer shall have received a corporation
tax clearance  certificate  for the Corporation as of a date not more than sixty
(60) days before the Closing Date, issued by the California  Franchise Tax Board
with respect to California  corporate income tax liability for full fiscal years
of the  Corporation  ending  prior to  Closing.

                                       24
<PAGE>

         8.12 Consents. The following consents shall have been obtained:

                  (a) Reasonable evidence of the Forest Service's willingness to
consent to the transfer of the USFS Permit to Buyer,  which transfer the parties
hereto contemplate will be accomplished by (i) the filing by the Corporation and
Buyer of a Request for Termination  and Application for Special-Use  Permit with
the Forest Service and (ii) potentially after Closing,  the issuance to Buyer of
a  Ski  Area  Term   Special-Use   Permit  by  the  Forest  Service   containing
substantially  the same  terms and  conditions  as set forth in the USFS  Permit
(which consent may be temporary or conditional,  permitting  continued operation
of the Business during a waiting period or application processing).

                  (b) The consent of Fleet National Bank ("Fleet Bank") and U.S.
Bank, National Association ("US Bank"), as lenders to Seller, to the extent that
their consent to the  consummation of the  transactions  contemplated  hereby is
required by their debt instruments with Seller,  and the release by such lenders
of  their  security  interest  in  the  assets  of  the  Corporation  and of the
Corporation's  obligations  to such  lenders  pursuant  to any  guaranty  by the
Corporation of Seller's obligations to Fleet Bank.

                  (c) Such other  material  authorizations  or  consents  to the
consummation of the  transactions  contemplated by this Agreement,  or otherwise
pertaining to the matters  covered by it as are  reasonably  necessary to ensure
that the consummation of the transactions contemplated herein do not violate any
law or material  contract to which the Corporation is a party (which consent may
be  temporary or  conditional,  permitting  continued  operation of the Business
during a waiting  period or  application  processing).  No such  authorizations,
agreements and consents shall impose any commercially unreasonable conditions or
requirements on Buyer. Notwithstanding the foregoing,  procuring each of (i) the
transfer of liquor and beverage licenses, (ii) the FCC's consent to the transfer
of the Radio  Station  License  for the  portable  radio  repeater  or (iii) the
reissuance of any expired  environmental  permits or authorizations that are not
necessary  for the  Corporation's  business  prior  to the  commencement  of the
2002/2003  Winter  season,  shall be deemed not to be  conditions  precedent  to
Buyer's obligations under this Agreement and, if not completed prior to Closing,
such matters shall be addressed as  post-Closing  matters through the reasonable
cooperation of Buyer, Seller and the Corporation.

         8.13  Approval  of  Documentation.   The  form  and  substance  of  all
certificates,  instruments,  opinions,  and other  documents  delivered to Buyer
under this Agreement shall be  satisfactory in all reasonable  respects to Buyer
and its counsel.

         8.14  Condition  of Assets.  The Assets  shall not have been  adversely
affected in any  material  respect as a result of any fire,  accident,  storm or
other casualty or labor or civil disturbance or act of God or the public enemy.

         8.15 No Material  Adverse  Change.  No change shall have  occurred with
respect to the Corporation's  assets,  business or financial condition since the
Stub Period Date which shall have had a Material Adverse Effect.

                                   ARTICLE 9
                  CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE

         The obligations of Seller to sell and transfer the Shares under this
Agreement are subject to the satisfaction, at or before the Closing, of all the
following conditions set out below in this Article 9, any or all of which may be
waived by Seller:

                                       25
<PAGE>

         9.1 Accuracy of Purchasing Parties' Representations and Warranties. All
representations  and  warranties  by the  Purchasing  Parties  contained in this
Agreement or in any written statement  delivered by the Purchasing Parties under
this Agreement  shall be true on and as of the Closing in all material  respects
as though such  representations  and warranties were made on and as of that date
(except to the extent that any representation and warranty was made expressly as
of an earlier  date,  in which  case it shall have been true and  correct in all
material respects as of such date).

         9.2  Purchasing  Parties'  Performance.  Purchasing  Parties shall have
performed and complied with all material covenants and agreements, and satisfied
all  conditions  that each of them is  required  by this  Agreement  to perform,
comply with, or satisfy before or at the Closing.

         9.3  Purchasing  Parties'  Corporate  Approval.  Each of the Purchasing
Parties  shall  have  received  corporate  authorization  and  approval  for the
execution and delivery of this Agreement and all corporate  action  necessary or
proper to fulfill the  obligations  to be performed  under this  Agreement on or
before the Closing Date, including without limitation, the approval by the Board
of Directors of each of the Purchasing Parties.

         9.4 Consents.  Reasonable evidence of the Forest Service's  willingness
to consent to the issuance of the USFS Permit to Buyer shall have been received,
which transfer the parties hereto  contemplate  will be  accomplished by (i) the
filing by the Corporation and Buyer of a Request for Termination and application
for  Special-Use  Permit  with the Forest  Service  and (ii)  potentially  after
Closing,  the  issuance  to Buyer of a Ski Area Term  Special-Use  Permit by the
Forest  Service  containing  substantially  the same terms and conditions as set
forth in the USFS  Permit.  The receipt of all other  necessary  authorizations,
agreements and consents of any parties to the  consummation of the  transactions
contemplated by this Agreement,  or otherwise  pertaining to the matters covered
by it,  shall have been  obtained  by Seller and  delivered  to Buyer,  it being
understood that no such authorizations, agreements and consents shall impose any
commercially unreasonable conditions or requirements on Buyer.

         9.5  Certification by Buyer.  Seller shall have received a certificate,
dated the Closing  Date,  signed and verified by an officer of Buyer and Summit,
respectively,  certifying,  in  such  detail  as  Seller  and  its  counsel  may
reasonably request,  that the conditions  specified in Sections 9.1 and 9.2 have
been fulfilled.

         9.6 Opinion of Purchasing Parties' Counsel.  Seller shall have received
from Robert Pratte,  Esq.,  counsel for Purchasing  Parties an opinion dated the
Closing Date, to the effect that:

                  (a)  Each  of  Purchasing   Parties  is  a  corporation   duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
respective state of incorporation  and has all necessary  corporate power to own
its  properties  as now owned and operate its  business as now  operated  and to
perform its obligations under this Agreement; and

                  (b) This Agreement has been duly and validly  authorized  and,
when executed and delivered by each of the Purchasing Parties, will be valid and
binding  on each of  Purchasing  Parties  and  enforceable  against  each of the
Purchasing Parties in accordance with its terms, except as limited by bankruptcy
and  insolvency  laws  and by other  laws  affecting  the  rights  of  creditors
generally.

                                       26
<PAGE>

         9.7 Absence of Litigation.  No action,  suit, or proceeding  before any
court or any  governmental  body or  authority  shall  have been  instituted  or
threatened on or before the Closing Date which  challenges this Agreement or any
transactions contemplated hereby or which claims damages in a material amount as
a result of the consummation of this Agreement.

         9.8 Lender Consents.  The consent of each of Fleet Bank and US Bank, as
lenders  to Seller,  shall  have been  received  with  respect  to (i)  Seller's
execution of the  transactions  contemplated  hereby and (ii) Seller's  intended
application of the proceeds of such  transactions.  In addition,  the consent of
such lenders  shall have been  received  with respect to (a) the release of such
lenders'  security interest in the assets of the Corporation and (b) the release
by such lenders of the Corporation's obligations to such lenders pursuant to any
guaranty by the Corporation of Seller's obligations to the lenders.

         9.9 Corporate Approval. The execution and delivery by Purchasing
Parties of this Agreement and the other documents, instruments and agreements
referred to or provided for herein, and the performance by Purchasing Parties of
their covenants and obligations hereunder, shall have been duly authorized by
all necessary corporate action.

         9.10  Approval  of  Documentation.   The  form  and  substance  of  all
certificates,  instruments,  opinions,  and other documents  delivered to Seller
under this Agreement shall be satisfactory in all reasonable  respects to Seller
and its counsel.

                                   ARTICLE 10
                             OBLIGATIONS AT CLOSING

         10.1 Seller's Obligations at the Closing. At the Closing,  Seller shall
deliver or cause to be delivered to Buyer:

                  (a)  Stock  certificate(s),  in form  suitable  for  transfer,
registered in the name of Seller,  evidencing  the Shares,  endorsed in blank or
with an executed blank stock transfer power attached.

                  (b)  Such  other   instruments,   certificates  and  documents
required by the terms of this Agreement.

                  (c)   Resignations  of  the  officers  and  directors  of  the
Corporation.

                  (d)  All  stock  certificates,  stock  books,  stock  transfer
ledgers, minute books and the corporate seal of the Corporation.

         Simultaneously with the consummation of the transfer, Seller, through
its officers, agents, and employees, shall put Buyer into full possession of all
material property of the Corporation.

         10.2 Buyer's  Obligations at the Closing.  At the Closing,  Buyer shall
deliver to Seller: (i) in immediately  available funds, by wire transfer,  in an
amount equal to the Base Purchase Price plus or minus the  Adjustments  prepared
by Seller; and (ii) such other instruments,  certificates and documents required
by the terms of this Agreement.

                                       27
<PAGE>

         10.3  Forgiveness of  Intercompany  Debt.  Seller or the Corporation as
applicable, shall forgive the intercompany account balance between such entities
effective as of the Closing Date; provided however that this provision shall not
affect adjustments otherwise to be paid pursuant to Article 2.

         10.4  Buyer's  Payment  Obligations  after  Closing.  Buyer  shall  pay
directly to Seller the balance of the  Purchase  Price  within two (2)  business
days after determination of the final Adjustments  Schedule pursuant to Sections
2.4 and 2.5 hereof.

                                   ARTICLE 11
                   THE PARTIES' OBLIGATIONS AFTER THE CLOSING

         11.1 No Use of Name. Seller agrees that after the Closing Date it shall
not use or employ in any manner directly or indirectly the name "Bear Mountain",
or any variation thereof, in the State of California or in any states contiguous
to the State of California.

         11.2  Indemnification  by Seller.  From and after the  Closing,  Seller
shall indemnify,  defend,  and hold harmless each of the Purchasing  Parties and
their respective successors and assigns (an "Indemnified Party") against, and in
respect  of claims  and  demands  of,  third  parties,  and all  losses,  costs,
expenses,  fines, judgment obligations,  liabilities,  monetary or other damages
(excluding  consequential and punitive damages),  recoveries,  and deficiencies,
including  without  limitation  settlement  costs,  interest,   penalties,   and
reasonable  attorneys',  accountants' and experts' fees and expenses  ("Costs"),
that an Indemnified  Party shall incur or suffer,  which arise,  result from, or
relate to:

                  (a) the failure of any representation or warranty set forth in
ARTICLE 4 of this  Agreement,  including  any Schedule  incorporated  therein by
reference,  to be materially  true and correct as of the date of this  Agreement
and as of the Closing Date;

                  (b) any  breach  by  Seller of any of  Seller's  covenants  or
agreements contained herein;

                  (c)  any  pre-Closing  Date  general   liability  or  worker's
compensation  matters  of the  type  generally  covered  by  Seller's  insurance
policies  covering the  Corporation  (including that certain  litigation  matter
brought by Ron Beglin, et al., Case No. BBC00320);

                  (d) accrued compensation (including bonus accruals), vacation,
sick leave, 401(k) contributions,  payroll taxes and health and welfare reserves
related to employees  of the  Corporation  with respect to all periods  prior to
Closing, to the extent not assumed by Buyer; or

                  (e) any sexual harassment or employment  discrimination  claim
by full-time  year-round  employees of the  Corporation  the  employment of whom
terminated  prior to the date of this Agreement if and to the extent arising out
of  occurrences  from  December 3, 1996 to the date such  employee's  employment
terminated.

         11.3  Indemnification  by Buyer.  Following  the  Closing,  Buyer shall
indemnify,  defend and hold  Seller,  and its  affiliates,  and their  officers,
directors, successors, assigns, agents and representatives harmless from any and
all Costs that arise out of or relate to (a) the  failure of any  representation
or  warranty  made by Buyer  hereunder  to be true and correct as of the date of
this  Agreement and as of the Closing Date, or (b) any breach by Buyer of any of
its  covenants  or  agreements  contained  herein,  or (c) the  operation of the
Corporation or the Business from and after the Closing.

                                       28
<PAGE>

         11.4 Procedure for  Indemnification.  If any claim for which a party is
obligated  under  this  Article  11 to  provide  indemnification  ("Indemnifying
Party") is asserted by any third party  against or sought to be  collected  from
any party indemnified  hereunder  ("Indemnified  Party"), such Indemnified Party
shall promptly notify the Indemnifying Party of such claim and the amount or the
estimated  amount thereof to the extent then feasible  (which estimate shall not
be  conclusive  of the final  amount of such claim)  (such notice to include all
relevant  correspondence  from or with any such third party).  The  Indemnifying
Party  shall have  thirty  (30) days after  receipt of such notice to assume the
conduct and control,  through counsel  reasonably  acceptable to the Indemnified
Party and at the expense of the Indemnifying Party, of the settlement or defense
thereof; provided that the Indemnifying Party shall permit the Indemnified Party
to  participate  in such  settlement or defense  through  counsel  chosen by the
Indemnified  Party so long as the fees and expenses of such counsel are borne by
the Indemnified  Party.  The Indemnified  Party shall not pay or settle any such
claim during the thirty (30) day period during which the  Indemnifying  Party is
entitled to assume  control.  So long as the  Indemnifying  Party is  reasonably
contesting any such claim in good faith, the Indemnified  Party shall not pay or
settle any such claim; provided that the Indemnified Party may pay or settle any
such  claim  if the  Indemnified  Party  waives  its  right  to  indemnification
hereunder in respect of such claim.  If the  Indemnifying  Party does not notify
the  Indemnified  Party  within  thirty  (30)  days  after  the  receipt  of the
Indemnified  Party's notice of a claim of indemnity  hereunder that it elects to
undertake the defense thereof or is not eligible to assume such defense pursuant
to this Section 11.4, the  Indemnified  Party shall have the right in good faith
to  contest,  pay or settle the claim but shall not  thereby  waive any right to
indemnity  therefor  pursuant  to this  Agreement;  provided  that,  unless that
Indemnifying Party did not or was not eligible to assume the conduct and control
of the  claim,  the  Indemnified  Party  shall not pay or settle  any such claim
without the prior  consent of the  Indemnifying  Party,  unless the  Indemnified
Party waives its right to indemnification  hereunder with respect to such claim.
The  Indemnifying  Party  shall  not,  except  with  the  prior  consent  of the
Indemnified  Party,  enter  into any  settlement  that  does not  include  as an
unconditional  term thereof the  unconditional  release of the Indemnified Party
from all liability with respect to the related claim.

         11.5 Books and Records.  The Indemnified  Party shall make available to
the  Indemnifying  Party and its attorneys and accountants all books and records
of the  Indemnified  Party relating to such  proceedings or litigation,  and the
parties  hereto  agree to  render  to each  other  such  assistance  as they may
reasonably  require of each  other in order to ensure  the  proper and  adequate
defense of any such action,  suit or proceeding  (including any necessary powers
of attorney).

         11.6 Waiver of Claims.  Buyer  acknowledges that Purchasing Parties had
no actual  knowledge  of any  material  breach of a  representation  or warranty
contained  in Article 4 hereof or any facts or  circumstances  which,  if within
Seller's knowledge, would have constituted a material breach of a representation
or warranty  contained in Article 4 hereof and agrees that it shall not have any
indemnification  rights  hereunder with respect to any such breach to the extent
it had actual knowledge of any such breach as of the execution of this Agreement
or as of the Closing Date.

                                       29
<PAGE>

         11.7 Limitations Upon Indemnification.

                  (a) Indemnification  Basket.  Notwithstanding  anything to the
contrary in this  Article 11,  Seller  shall not be liable under this Article 11
for any Costs  unless and until the  aggregate  amount of all Costs  incurred or
suffered by the Indemnified  Parties exceeds Two Hundred  Thousand U.S.  Dollars
($200,000), and then only to the extent of the Costs in excess of $200,000.

                  (b) Maximum Liability.  Sellers' obligation to indemnify Buyer
with  respect  to all  Costs  under  this  Article  XI shall  not  exceed in the
aggregate Seven Hundred and Fifty Thousand U.S. Dollars ($750,000).

                  (c)  Survival  and Timing of Claims for  Indemnification.  The
representations,   warranties,   covenants  and  agreements  contained  in  this
Agreement  (other than those  covenants and agreements to be performed after the
Closing)  shall  survive  the  Closing  for a period  of one (1) year  therefrom
(except for Seller's  representations  and warranties set forth in Sections 4.1,
4.5 and 4.18.1,  which shall survive for the applicable statute of limitations).
No  claim  for   indemnification   (other  than  for  an  alleged  breach  of  a
representation  set forth in Sections 4.1, 4.5 and/or  4.18.1) may be made under
this Article 11 after such one (1) year period.

                  (d) Sole Remedy. The indemnification  provided in this Article
11 shall be the exclusive  post-Closing  remedy  available for any breach of any
representation, warranty, covenant or agreement by Seller under this Agreement.

                  (e) No Limitation on Certain  Representation,  Warranties  and
Covenants.  Seller's  representations and warranties  contained in Sections 4.1,
4.5 and 4.18.1 and the parties' covenants to be performed from and after Closing
shall not be subject to the dollar or time  limitations,  but shall be unlimited
in amount and shall continue for the applicable period of statute of limitations
and a claim for  indemnification  in connection  thereof may be made at any time
within such period.

                  (f) Certain Assumed Obligations. Buyer acknowledges Seller has
disclosed and that it is aware of (1) matters  involving its diesel  compressors
and  rules  of  the  South  Coast  Air  Quality  Management   District  and  the
implementation of the Fan Gun Project, (2) alleged contamination of water runoff
to Big Bear  lake,  (3) the  continuing  discount  ticket  liability  under  the
proposed  settlement  of  the  Resort  Association  lawsuit,  (4)  the  in  lieu
tax-increment  liability to the City of Big Bear Lake  Improvement  Agency under
the Developer Agreement between said Agency and the Corporation's  predecessors,
(5) the  post-Closing  obligations  of the  Corporation  regarding  the Comstock
Homeowners  Association  litigation  (including  but not  limited to lift passes
and/or season  passes for the  2002/2003 ski season given in settlement  and any
required remediation) and (6) pending rate proposals and proceedings relating to
the  electrical  service  provided to the  Corporation  by Bear Valley  Electric
Service.  Buyer  acknowledges that it is purchasing the stock of the Corporation
subject to these  matters and that it will make no claim  against  Seller  under
this Article 11 or otherwise  under this  Agreement for costs  incurred by Buyer
because of such matters.  This list shall not be construed as a complete list of
circumstances  disclosed by Seller to Buyer  hereunder for which Seller has been
relieved of liability,  and, other than those obligations  expressly retained by
Seller pursuant to Section 11.2,  Buyer shall be deemed to, and hereby expressly
does,  assume  all other  liabilities  and  obligations  of or  relating  to the
Corporation.

                                       30
<PAGE>

         11.8 Access to Records.  From and after the Closing,  the parties shall
allow each other, and the counsel, accountants and other representatives of each
other,  such  access to records  which  after the  Closing are in the custody or
control  of a party  as is  reasonably  required  in order  to  comply  with its
obligations under the law or under contracts and obligations assumed pursuant to
this Agreement.

         11.9  Insurance  Coverage.  From and after the  Closing,  Seller  shall
maintain its right under its present general liability and workers  compensation
insurance  policies to coverage of the  Corporation  for personal injury losses,
damages and claims which relate to occurrences prior to the Closing.  Purchasing
Parties shall be named as additional insureds on all such policies at no expense
to  Purchasing  Parties.  Seller  shall  be  responsible  for the  costs  of the
insurance  deductible  attributable  to any third  party  claim and the costs to
administer such claims.

         11.10 Post-Closing Support. For a period not to exceed ninety (90) days
after the  Closing,  Buyer and  Seller  shall  each  provide  to the other  such
clerical  support and assistance as may be reasonably  requested to enable it to
discharge its obligations  after Closing,  to make an orderly  transition in the
transfer of the business, as contemplated by this Agreement,  and to retain such
records  as may  reasonably  be  required.  Neither  Buyer  nor  Seller  will be
reimbursed  for any expenses  thereof  without the prior written  consent of the
reimbursing party.

         11.11 Employee Benefits.

                  (a) As soon as practicable following the Closing, but not more
than 30 days  thereafter,  Summit and Buyer shall each take all necessary action
to cause the  Corporation  to  become a  participating  employer  in each of the
employee  benefit plans which Summit and/or Buyer  maintains for their employees
(a "Buyer  Plan")  and to credit the  employees  of the  Corporation  with their
periods of  service  under  Seller's  benefit  plans  prior to the  Closing  for
purposes of eligibility  and vesting under any Buyer Plan subsequent to Closing.
The  parties  intend and agree that  Seller's  benefit  plans will not cover any
employee of the  Corporation  after the Closing and these  provisions may not be
enforced by any employee of the Corporation, either before or after the Closing.

                  (b)  Buyer,  in  conjunction  with its  planned  restructuring
activities  subsequent to the Closing, will have, prior to the execution of this
Agreement,  identified  certain  employees of the  Corporation  to be terminated
after  Closing,   due  to   duplication  of  effort  within   Summit's  and  the
Corporation's  collective organization  ("Terminated  Employees").  Seller shall
determine the amount of severance payable to each such Terminated Employee, such
severance amount not to exceed the amounts set forth in that certain side letter
dated  the  date  hereof  without  Buyer's  consent,  such  consent  not  to  be
unreasonably  withheld.  Buyer and Seller shall each be responsible for one-half
of the payment of severance to  Terminated  Employees  who execute and deliver a
release  in  favor  of  the  Corporation,  Seller  and  Buyer  for  all  claims,
liabilities, actions or suits of any kind that such Terminated Employee may have
against any of the Corporation,  Seller or Buyer arising before,  or as a result
of,  the  termination  of  such  Terminated   Employee's   employment  with  the
Corporation.  Seller agrees to use reasonable  efforts not involving the payment
of money to  assist  Buyer in  obtaining  a release  from  each such  Terminated
Employee.  In no way shall the failure of any Terminated Employee to execute and
deliver  such a release  constitute  a breach of this  Agreement by Seller or an
unfulfilled condition to Buyer's obligation to close.

                                       31
<PAGE>

         11.12 Tax Matters.

                  (a) Tax  Returns.  Seller shall file or cause to be filed when
due all Tax  Returns  that are  required  to be filed by or with  respect to the
Corporation  for taxable  periods ending on or before the Closing Date and Buyer
shall file or cause to be filed when due all Tax Returns that are required to be
filed by or with respect to the Corporation for taxable periods ending after the
Closing Date.  Seller may, in its sole  discretion,  amend any Tax Return of the
Corporation  filed or required to be filed for any taxable  period  ending on or
before the Closing Date; provided,  however, that any such amendment which would
result in increased  Tax liability for the  Corporation  for any taxable  period
ending on or before the Closing Date shall  require the consent of Buyer,  which
consent  shall  not be  unreasonably  withheld.  Neither  Buyer  nor  any of its
affiliate shall (or shall cause or permit the  Corporation to) amend,  refile or
otherwise  modify any Tax Return relating in whole or in part to the Corporation
with respect to any taxable  period ending on or before the Closing Date without
the prior written  consent of Seller,  which consent may be withheld in the sole
discretion of Seller.

                  (b)  Termination of Existing Tax Sharing  Agreements.  Any and
all existing  Tax sharing  agreements  or  arrangements,  written or  unwritten,
between the Seller and the Corporation, shall be terminated as of the Closing.

                  (c) Assistance and  Cooperation.  After the Closing Date, each
of Seller and Buyer shall (and shall cause their respective affiliates to):

                    (i) timely sign and deliver  such  certificates  or forms as
may be necessary or appropriate to file Tax Returns;

                    (ii)  assist the other  party in  preparing  any Tax Returns
(subject to reimbursement for reasonable and necessary out-of-pocket costs);

                    (iii)  cooperate  fully in  preparing  for any audits of, or
disputes with taxing authorities regarding, any Tax Returns of the Corporation;

                    (iv) make available to the other and to any taxing authority
as reasonably  requested in connection with any Tax Return  described in Section
11.12(a),  all  information  relating  to  any  Taxes  or  Tax  Returns  of  the
Corporation;

                    (v)  furnish  the other  with  copies of all  correspondence
received  from  any  taxing  authority  in  connection  with  any Tax  audit  or
information request with respect to any such taxable period; and

                    (vi) provide the other with at least 90 days' written notice
prior to transferring, discarding or destroying any books or records relating to
Tax matters of the Corporation  and, if the other so requests,  allow such other
to take possession of such books and records.

                                       32
<PAGE>

                  Notwithstanding  the foregoing or any other  provision in this
Agreement,  neither  Buyer  nor any of its  affiliates  shall  have the right to
receive  or obtain  any  information  relating  to Taxes of  Seller,  any of its
affiliates, or any of its predecessors other than information relating solely to
the Corporation.

                  Buyer  shall  execute and  deliver  and cause  Corporation  to
execute and  deliver to Seller  such  powers of  attorney  or other  instruments
appropriate  to enable  Seller to file the Tax  Returns  required to be filed by
Seller pursuant to Section 11.12(a).

                  (d) Adjustment to Purchase  Price.  For all Tax purposes,  any
payment  by Buyer or Seller  under  Article  11 hereof  shall be  treated  as an
adjustment to the Purchase Price.

                  (e) Certain Definitions. For purposes of this Agreement:

                    (i) "Tax" or "Taxes" shall mean taxes of any kind, levies or
other like assessments,  customs,  duties, imposts,  charges or fees, including,
income,  gross  receipts,  ad valorem,  value added,  excise,  real or property,
asset,  sales,  use,  license,   payroll,   transaction,   capital,  net  worth,
withholding,   estimated,   social  security,  utility,  workers'  compensation,
severance, production, unemployment compensation,  occupation, premium, windfall
profits, transfer and gains taxes or other governmental taxes imposed or payable
to the United  States,  or any state,  county,  local or foreign  government  or
subdivision  or  agency  thereof,  together  with  any  interest,  penalties  or
additions with respect  thereto and any interest in respect of such additions or
penalties; and

                    (ii)  "Tax  Returns"   shall  mean  all  returns,   reports,
statements,  declarations, estimates and forms or other documents, including any
related or  supporting  information  (collectively,  "Returns"),  required to be
filed with respect to any Taxes, and amended Returns and claims for refund.

                    (iii) Where certain  financial or accounting  terms are used
in this Agreement but not defined  herein,  such terms shall be read to refer to
specific headings or categories under the Corporation's financial statements.

                                       33
<PAGE>

                  (f) Section  338(h)(10)  Election.  Buyer and Seller's  parent
company shall timely make a joint election pursuant to Section 338(h)(10) of the
Code,  as  amended,   and  Treasury   Regulation  Section   1.338(h)(10)-1  (the
"Election") with respect to the sale of the Corporation's stock pursuant to this
Agreement.  As promptly as reasonably  practicable after the Closing Date and in
all events  within 150 days after the Closing  Date,  Buyer and Seller's  parent
company shall mutually prepare a Form 8023 (with all  attachments),  and execute
such Form 8023.  In  connection  with the  Election,  Buyer and Seller's  parent
company shall mutually  determine the Modified  Aggregate Deemed Sales Price and
Adjusted  Grossed-up  Basis (in each  case,  as  defined  under  the  applicable
Treasury  Regulations).  After thorough  analysis and arms' length  negotiations
between the parties,  the parties agree that the Modified Aggregate Deemed Sales
Price and Adjusted  Grossed-Up  Basis shall be allocated in the manner set forth
on Schedule  11.12(f).  Buyer and Seller's  parent company (i) shall be bound by
the allocations described in this Section 11.12 (f) for all purposes,  including
determining  any Taxes,  (ii) shall prepare and file all Tax Returns to be filed
with any Tax authority in a manner consistent with such allocations, (iii) shall
not take any position inconsistent with such allocation,  in any Tax Return, any
proceeding before any Tax authority or otherwise, absent a determination (within
the  meaning of Section  1313(a)  of the Code) to the  contrary,  and (iv) shall
cause its  affiliates to comply with the provisions of this paragraph as if they
were  signatories to this Agreement.  In the event the allocation is disputed by
any Tax  authority,  the party  receiving  notice of such dispute shall promptly
notify and consult with the other parties concerning resolution of such dispute,
and shall keep the other party  apprised  of the status of such  dispute and the
resolution thereof.

         11.13  Retention  of Records of the  Corporation.  For a period  ending
seven (7) years  following  the Closing,  Buyer shall cause the  Corporation  to
retain all business records of the Corporation for periods prior to the Closing.
During such period, on two (2) business days prior notice,  Buyer will (and will
cause the  Corporation  to) afford  duly  authorized  representatives  of Seller
reasonable access, during regular business hours, to all such records and permit
such representatives,  at Seller's expense (for Buyer's reasonable and necessary
out-of-pocket  costs),  to make  abstracts  from or to make  copies  of any such
records, or to obtain temporary possession thereof as may reasonably be required
by Seller  (provided that such possession does not  unreasonably  interfere with
the business of the Corporation).  Should the Corporation wish to dispose of any
such records,  Buyer will advise Seller of such desire in writing and, if Seller
so requests, Buyer shall cause the Corporation to promptly deliver to Seller, at
Seller's expense,  the records in question.  If Seller does not request delivery
of such records within thirty (30) days after Buyer's  notice,  the  Corporation
may thereafter dispose of such records.

                                   ARTICLE 12
                                      COSTS

         12.1  Finder's or Broker's  Fees.  Each of the parties  represents  and
warrants  that it has dealt with no broker or finder in  connection  with any of
the  transactions  contemplated by this Agreement,  and, insofar as it knows, no
broker  or other  person  is  entitled  to any  commission  or  finder's  fee in
connection with any of these transactions.

         12.2  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  each of the parties shall pay all costs and expenses  incurred or to
be incurred by it in negotiating and preparing this Agreement and in closing and
carrying out the  transactions  contemplated by this Agreement.  Buyer shall pay
all  title  costs  associated  with  the  preliminary  title  report  and  title
insurance.

                                       34
<PAGE>

                                   ARTICLE 13
                                FORM OF AGREEMENT

         13.1  Headings.  The subject  headings of the  Articles and Sections of
this  Agreement  are included for purposes of  convenience  only,  and shall not
affect the construction or interpretation of any of its provisions.

         13.2 Entire  Agreement;  Modification;  Waiver.  This Agreement and any
other agreement or document  expressly referred to herein constitutes the entire
agreement between the parties pertaining to the subject matter contained herein.
No supplement,  modification,  or amendment of this  Agreement  shall be binding
unless  executed  in  writing  by  all  the  parties.  No  waiver  of any of the
provisions of this Agreement shall be deemed, or shall  constitute,  a waiver of
any other provision,  whether or not similar,  nor shall any waiver constitute a
continuing  waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

         13.3 Counterparts. This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

                                   ARTICLE 14
                                     PARTIES

         14.1 Parties in Interest. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
shareholders, successors and assigns, nor is anything in this Agreement intended
to relieve or discharge the  obligation or liability of any third persons to any
party to this  Agreement,  nor shall any  provision  give any third  persons any
right of subrogation or action over against any party to this Agreement.

         14.2 Assignment.  This Agreement shall be binding on and shall inure to
the  benefit  of  the  parties  to  it  and  their   respective   heirs,   legal
representatives, successors, and assigns

                                   ARTICLE 15
                              REMEDIES; TERMINATION

         15.1  Recovery  of  Litigation  Costs.  Except as  otherwise  expressly
provided in this  Agreement,  if any legal  action or any  arbitration  or other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement,  the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys, fees and other costs incurred
in that action or  proceeding,  in  addition to any other  relief to which it or
they may be entitled.

         15.2 Conditions  Permitting  Termination.  Subject to the provisions of
ARTICLE 3,  either  party may on or prior to the  Closing  Date  terminate  this
Agreement, by written notice to the other, if any bona fide action or proceeding
shall be pending  against  either party on the Closing Date that could result in
an unfavorable  judgment,  decree,  or order that would prevent or make unlawful
the carrying out of this Agreement.  Notwithstanding  anything in this Agreement
to the  contrary,  if the  Closing  of the  transactions  contemplated  by  this
Agreement has not occurred,  for any reason, on or before October 15, 2002, this
Agreement may be terminated by Seller at any time  thereafter by written  notice
to Buyer.

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<PAGE>

         15.3  Defaults  Permitting  Termination.  If  either  Buyer  or  Seller
materially  defaults in the due and timely performance of any of its warranties,
covenants,  or agreements  under this  Agreement,  the  non-defaulting  party or
parties may on or prior to the Closing  Date give notice of the  termination  of
this  Agreement,  in the manner provided in ARTICLE 16. The notice shall specify
with  particularity  the default or  defaults on which the notice is based.  The
termination  shall be effective  seven days after giving of such notice,  unless
the  specified  default or defaults  have been cured on or before the  effective
date for termination.


                                   ARTICLE 16
                                     NOTICES

         All notices,  requests,  demands,  and other  communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or on the third day after mailing if mailed to the party to whom notice is to be
given,  by first  class mail  registered  or  certified,  postage  prepaid,  and
properly addressed as follows:

                  To Seller and, prior to Closing, the Corporation:
                                    Booth Creek Ski Holdings, Inc.
                                    1000 South Frontage Road West, Suite 100
                                    Vail, CO 81657
                                    Attention: Ross D. Agre, General Counsel
                                    FAX No.: (970) 479 0291


                  With a copy to:
                                    Booth Creek Ski Holdings, Inc.
                                    9705 Highway 267,
                                    Suite #2
                                    Truckee, CA 96161
                                    Attention:  Brian J. Pope
                                    Fax No. (530) 550-5118

                  To Buyer and Summit:
                                    Snow Summit Ski Corporation
                                    Post Office Box 77
                                    Big Bear Lake, CA 92315
                                    Attention: Richard C. Kun, CEO
                                    FAX No.: (909) 866-3201

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<PAGE>

                  With copy to:     Robert P. Pratte, Esq.
                                    194 North El Molino Avenue
                                    Pasadena, CA 91101
                                    FAX No.: (626) 796-5012

         Any party may change its address for purposes of this Article by giving
the other  parties  written  notice of the new  address  in the manner set forth
above.

                                   ARTICLE 17
                                  GOVERNING LAW

         This Agreement shall be construed in accordance  with, and governed by,
the laws of the State of California, except that this Agreement shall be given a
fair and reasonable construction in accordance with the intention of the parties
and without regard to, or aid of, Section 1654 of the California Civil Code.

                                   ARTICLE 18
                                  MISCELLANEOUS

         18.1 Announcements.  None of the parties will make any announcements to
the public or to employees of the other parties concerning this Agreement or the
transactions  contemplated  hereby  without  the  prior  approval  of the  other
parties, which will not be unreasonably withheld. Notwithstanding any failure of
the  other  parties  to  approve  it,  a  party  may  make  an  announcement  of
substantially the same information as theretofore announced to the public by the
other  parties,  or  any  announcement  required  by  applicable  law,  but  the
announcing  party shall in either case notify the other  parties of the contents
thereof at least 48 hours in advance of its issuance.


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<PAGE>

         IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
as of the day and year first above written.

                        SELLER:                     PURCHASING PARTIES:

BOOTH CREEK SKI HOLDINGS, INC.                  BEAR MOUNTAIN RESORT, INC.


By /s/ Christopher P. Ryman                     By  /s/ Richard C. Kun
--------------------------------                -----------------------------
  Name:Christopher P. Ryman                      Richard C. Kun, President & CEO
  Title:President and Chief Operating Officer


                                                SNOW SUMMIT SKI CORPORATION


                                                By  /s/ Richard C. Kun
                                                -----------------------------
                                                 Richard C. Kun, President & CEO


ESCROW AGENT:

LAWYERS TITLE INSURANCE COMPANY


By /s/ Marleny Martin
--------------------------------
  Name:Marleny Martin
  Title:Escrow Officer

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