OMNIBUS FIRST AMENDMENT TO
                       PURCHASE AND DEVELOPMENT AGREEMENT


         This Omnibus  First  Amendment to Purchase  and  Development  Agreement
("Amendment")  is  entered  into as of the 6th day of  March,  2000 by and among
AMERICAN SKIING COMPANY, a Delaware corporation having an office at Sunday River
Road,  Bethel,  Maine  04217  ("Seller")  and  AMERICAN  SKIING  COMPANY  RESORT
PROPERTIES,  INC.,  a Maine  corporation  having an office at Sunday River Road,
Bethel,  Maine 04217 ("Owner") and MARRIOTT OWNERSHIP RESORTS,  INC., a Delaware
corporation  having an office at 6649 Westwood  Boulevard,  Suite 500,  Orlando,
Florida 32821 ("Purchaser").

                                    RECITALS

         WHEREAS,  Seller,  Owner and  Purchaser  have entered into that certain
Purchase  and  Development  Agreement  dated as of the  22nd  day of July,  1998
("Contract");

         WHEREAS,  the  multi-faceted   Contract   contemplates  and  defines  a
relationship  among the parties which would result in, among other  things,  (i)
the sale and purchase of various  development sites at ski areas owned by Owner;
(ii) the  marketing  of  Purchasers'  Timeshare  Interests  (as  defined  in the
Contract) on a system-wide basis at Seller Resorts (as defined); (iii) access to
Purchaser  developed  and  controlled  resorts  by the Seller  for  purposes  of
marketing Seller Timeshare Interests (as defined); (iv) an exclusive opportunity
for Purchaser to develop additional sites at Seller Resorts, beyond the five (5)
specific  sites  referred to in Exhibit A of the  Contract;  and (v) a long term
relationship  among the parties  relating to the future  development of suitable
properties and the sale and marketing of interests therein;

         WHEREAS,  the  parties  now  desire to  modify  certain  of the  terms,
provisions,  obligations,  benefits and burdens of the Contract as specifically,
and only to the extent, set forth below; the overall objective of the parties in
entering  into this  Amendment  being to (i) reduce the scope and breadth of the
Contract;  (ii) eliminate unintended or unforeseen  consequences thereof;  (iii)
omit terms and  provisions  which may have been  necessary  and  desirable  upon
execution of the Contract,  but which have become unnecessary and undesirable at
this time; and (iv) retain, as amended, or as to be further amended as set forth
herein,  those  terms  and  provisions  of the  Contract  relative  to more site
specific and less "global" acquisition, development and marketing opportunities.

                               AMENDMENT AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
respective   representations,   agreements,   covenants  and  conditions  herein
contained,  and other  good and  valuable  consideration,  the  sufficiency  and
receipt of which are hereby  acknowledged,  Seller, Owner and Purchaser agree to
amend the Contract as follows:


<PAGE>

                                    ARTICLE I
                                  INTRODUCTION

         Section  1.1  Recitals.  The  recital  paragraphs  set forth  above are
incorporated  herein by this  reference and made a part of this  Amendment as if
repeated herein in toto.

         Section 1.2 Definitions.  All terms used herein shall have the meanings
set  forth in the  Contract  and,  in  particular,  Exhibit  B  thereto,  unless
expressly modified or defined anew herein.

     The following definitions are redefined as set forth herein:

     Entitlements:  The  definition of  Entitlements  is amended by deleting the
second sentence thereof, and is further amended by adding the following language
at the  end of such  definition:  "Notwithstanding  the  foregoing,  Seller  may
satisfy  its  obligation  to  provide  utilities,  as part of the  Entitlements,
subsequent to Purchaser's  certification to Seller that it has completed its due
diligence,  but in all cases prior to the conveyance of the specific development
sites.  The  provision  of  utilities  shall in all  cases  remain  a  condition
precedent to  Purchaser's  obligation to close on the Real Property in question.

     Initial Resorts:  The definition of Initial Resorts is deleted and replaced
in each instance by the term "Target Seller Resorts."

     Liquidated  Damages:  The  definition of  Liquidated  Damages is amended to
provide as follows: Liquidated Damages means, with respect to each Real Property
parcel,  the Fixed Purchase Price for such parcel  calculated in accordance with
Section 4.1,  exclusive of the Royalty Fee. In the event Purchaser shall, in its
sole  discretion,   select  Liquidated  Damages  as  a  remedy  against  Seller,
Purchaser's  right to such  Liquidated  Damages  shall only be  exercised  via a
reduction  in the  Purchase  Price.

     Real  Property:  The  third  sentence  of the  definition  of the term Real
Property is hereby deleted. In addition,  Exhibit A to the Contract shall be and
hereby is amended and replaced with Exhibit A to this Omnibus  First  Amendment.

     Seller: Seller means American Skiing Company, a Delaware corporation.

         Section 1.3  References.  References  to section or articles  set forth
herein shall be deemed and  understood to mean  references to the  corresponding
sections or articles in the Contract, unless specifically described otherwise.


<PAGE>

                                   ARTICLE II
                     PURCHASE AND SALE OF DEVELOPMENT RIGHTS

         Section 2.1  Purchase  and Sale.  While the parties  continue to intend
that  Development  Rights be conveyed from Seller to Purchaser,  the  conveyance
shall,  prospectively,  be on a site-by-site basis, at the Target Seller Resorts
as defined and more fully  discussed  herein.  The  conveyance  and  transfer of
Development  Rights shall continue to be by an Assignment of Development  Rights
(in the form of a recorded  Memorandum of Contract or similarly titled document)
which shall be recorded  only against the Target Seller  Resorts.  The three (3)
Seller  Resorts where  Development  Rights are to be conveyed from Seller and/or
Owner to  Purchaser  are (i)  Heavenly  Valley,  Lake  Tahoe,  Nevada/California
(exclusive of the Park Avenue Redevelopment  District in South Lake Tahoe), (ii)
Killington,   Killington,  Vermont,  and  (iii)  Steamboat,  Steamboat  Springs,
Colorado.  These three ski resort areas are hereinafter collectively referred to
as the  "Target  Seller  Resorts".  The  parties  hereto  shall  exercise  their
respective  best  efforts,  for a period of one hundred five (105) days from the
First  Amendment  Closing Date, as defined in Section 8.4 below, to identify and
resolve all remaining material terms of each respective purchase transaction, to
the extent not specifically and expressly resolved herein.  Among those material
terms are, without limitation,  the specific boundary lines of each site as well
as those issues  identified in Article IX hereof.  Upon the  identification  and
resolution  of all such  issues,  the  parties  hereto  shall  execute  a Second
Amendment to Purchase and  Development  Agreement,  which when combined with the
provisions  set forth  herein,  together with the  unmodified  provisions of the
Contract,  shall  constitute  the sale and  purchase  agreement  for each of the
subject  Target Seller  Resorts.  In the event the parties are  unsuccessful  in
identifying  and resolving all remaining  issues,  with respect to the three (3)
Target Seller Resorts, then the existing Contract shall remain in full force and
effect,  except to the extent modified by the terms of this  Amendment,  and the
parties shall pursue their rights, and be subject to liability,  under the terms
thereof, as hereby amended.  The parties recognize that,  notwithstanding  their
respective  best  efforts to conclude a  transaction  for sites at all three (3)
Target  Seller  Resorts,  they may succeed in arriving at an  agreement on fewer
than all three (3)  properties  during  the one  hundred  five  (105) day period
mentioned above,  whereupon the existing Contract,  as amended,  would remain in
place,  with the  following  additional  modifications:  (i) should the  parties
arrive at an agreement  with respect to sites at either one or two Target Seller
Resorts (but not all three) and should  Purchaser  acquire title to those one or
two sites pursuant to the Contract, as amended, then the remaining Target Seller
Resort(s)  (for which there is no  agreement  as to the  acquisition  of a site)
shall be released from any encumbrance in the form of a recorded  memorandum (or
assignment of development  rights, as applicable) of the Contract as amended and
the non-marketing related provisions of the Contract shall terminate as to those
released Target Seller  Resorts;  (ii) should the parties arrive at an agreement
with  respect to sites at either one or two Target  Seller  Resorts (but not all
three) and should the  Purchaser  not close on the transfer of title to at least
one site for any reason  whatsoever  other than a willful breach of the Contract
on  its  part  (as  distinguished  from  the  non-satisfaction  of  a  condition
precedent,  for  example),  then the  encumbrance  created by having  recorded a
memorandum of the Contract (or assignment of development  rights, as applicable)
shall be released  from the Target Seller  Resort(s),  with the exception of the
specific subject site(s) identified in a second or future Contract amendment, as
to which  site(s)  the  encumbrance  shall  remain in place,  together  with the
Contract as amended;  (iii) should the parties be  unsuccessful in their efforts
to  conclude an  agreement  relative to at least one (1) of the three (3) Target
Seller  Resorts,  then,  notwithstanding  any other  provision of the  Contract,
Seller  and Owner  may,  within  the time  period  set forth  below,  cancel the
existing  Contract,  as amended,  by notifying  Purchaser  of their  election to
cancel and including  with said notice an assurance  that they shall deliver the
following  certified checks to Purchaser within nine (9) months of the giving of
the notice,  whereupon (after receipt of the certified checks),  the encumbrance
of the Contract shall be released:  (a)  $1,500,000.00,  representing a Contract
cancellation  fee, and (b) $640,000.00  plus interest thereon from the Effective
Date,  at the rate of eight percent (8%) per annum,  representing  the return of
the good faith Deposit,  as more fully discussed in Section 4.3 below.  Any such
notice  from  Seller/Owner  to  Purchaser  must be in writing  and must be given
within ninety (90) days of the expiration of the ninety (90) day period referred
to  above.  In the  event  of  cancellation  pursuant  to  clause  (iii) of this
paragraph,  then, upon Purchaser's receipt of the sums set forth in that clause,
any  Collateral  in  Purchaser's  possession  shall be returned  to Seller,  and
Purchaser and Seller shall deliver mutual  releases to each other releasing each
party from any further liability hereunder.


<PAGE>

         Section 2.2 Existing  Encumbrances.  Subject to the following sentence,
Purchaser shall, at the First Amendment  Closing,  as defined below,  deliver to
Seller  executed  Releases,  in recordable  form,  of any existing  Memoranda of
Contract,  signed  by  Purchaser  and  pertaining  to  the  Contract,  currently
encumbering  the  non-Target  Seller  Resorts,  as  well as the  sites  commonly
referred to as the  "Christie B" and "Tennis  Meadow" sites at the Target Seller
Resort  known as  Steamboat  in Colorado.  Notwithstanding  the  foregoing,  the
Memoranda of Contract  encumbering the Target Seller Resorts  (excluding the two
specific  Steamboat  sites listed in the  preceding  sentence)  shall remain and
continue as an  encumbrance  on such sites.  After the  execution  of the Second
Amendment  to  Purchase  and   Development   Agreement,   Purchaser   shall  not
unreasonably  withhold its consent to a request from Seller for a release of one
or more sites at the Target Seller Resorts,  when such site(s) is being conveyed
for the  development of Seller  Timeshare  Interests or for commercial use. Upon
acquisition  (Closing) of a  development  parcel by Purchaser at a Target Seller
Resort,  the  Memorandum of Contract  shall be released from the remaining  Real
Property at such Target Seller Resort.

         Section 2.3 Transfer of Plans.  For a period of twenty-four (24) months
from the date of this Amendment,  Seller/Owner shall have the right,  subject to
the terms and conditions  set forth in this Section,  to purchase from Purchaser
the  construction   plans  and  other  materials  listed  on  Exhibit  B  hereto
(collectively,  the "Plans").  Such right to purchase the Plans may be exercised
prior to the First  Amendment  Closing Date or any time  thereafter for a period
not to exceed  twenty-four  (24) months from the date of this Amendment.  In the
event  Seller/Owner  fails to exercise  the right to purchase the Plans prior to
the First Amendment Closing Date, Purchaser shall be permitted to sell the Plans
to a third  party for any amount  Purchaser  is willing to accept.  In the event
Purchaser  agrees to sell the Plans to a third party for a fixed  purchase price
(the "Third Party  Price"),  Purchaser  shall first give notice to Seller of its
intention to sell the Plans (which  notice shall include a  certification  as to
the Third Party Price),  coupled with an opportunity,  not to exceed thirty (30)
days from the receipt of Purchaser's notice, for Seller to notify Purchaser that
Seller  will,  in fact,  proceed  with a  purchase  of the  Plans.  If Seller so
notifies Purchaser of its intent to purchase the Plans (thereby preventing their
sale to a third  party),  then (a) Seller  shall close on such  purchase  within
fifteen  (15)  days of its  notice to  Purchaser;  and (b)  Seller  shall pay to
Purchaser, in Immediately Available Funds, the lesser of $1,250,000 or the Third
Party  Price.  If Seller  elects to not purchase the Plans,  the  Purchaser  may
proceed to sell them to the third party for not less than the Third Party Price.
In the event Seller notifies  Purchaser of its intent to purchase the Plans, but
then fails to do so as required  herein,  the  Seller's  right to  purchase  the
Plans, under any condition, shall be deemed terminated.


<PAGE>

                  2.3.1    The  purchase  price for the  Plans,  subject  to the
                           immediately preceding paragraph,  shall be $1,000,000
                           if paid at the First Amendment  Closing or $1,250,000
                           if paid after the First Amendment Closing (and within
                           twenty-four   (24)  months  from  the  date  of  this
                           Amendment).  In all cases, the purchase price for the
                           Plans shall be paid in Immediately Available Funds.

                  2.3.2    Absent  an  acceptable  offer to  purchase  the Plans
                           received  from a  third  party,  as  contemplated  by
                           Section 2.3 above,  Seller's  right to  purchase  the
                           Plans  shall be  exercised  by a  written  notice  to
                           Purchaser,  which  notice  shall  include  a date for
                           closing on the transfer (which date shall not be less
                           than ten (10) nor more than sixty (60) days following
                           the receipt by  Purchaser  of Seller's  notice).  The
                           Closing shall take place at Purchaser's offices.

                  2.3.3    At the  Closing,  Seller  shall  deliver the purchase
                           price,   as  set  forth  above  and  Purchaser  shall
                           deliver,  by Bill of Sale or similar document,  title
                           to the  Plans  free and clear of any  encumbrance  or
                           restrictions,  together  with all  originals  (to the
                           extent in Purchaser's  possession)  and all copies of
                           the Plans.  Purchaser  shall  also  deliver to Seller
                           such further  instruments  and consents as Seller may
                           reasonably  request to  effectuate  this  transfer or
                           Seller's full use of the Plans.

                  2.3.4

                    Seller and Owner hereby acknowledge that they have reviewed,
                    and are familiar with, the contents of the Plans. Seller and
                    Owner  understand and  acknowledge  that Purchaser  makes no
                    representation or warranty,  expressed or implied, as to the
                    quality, accuracy,  completeness or reliability of the Plans
                    provided,  however,  that  the  Plans  delivered  to  Seller
                    include  not less than  those  items set forth on Exhibit B.
                    Seller  and Owner  agree that  Purchaser  shall not have any
                    liability  to the Seller or Owner  relating to or  resulting
                    from  the sale or use of the  Plans.  Moreover,  Seller  and
                    Owner hereby  indemnify  and save harmless the Purchaser and
                    any and all  persons  or  entities  directly  or  indirectly
                    related  thereto,  from  and  against  any and  all  claims,
                    losses,  liabilities,  damages,  judgments,  costs  expenses
                    (including,   without   limitation,   attorneys'   fees  and
                    disbursements)  in  connection  with  the sale or use of the
                    Plans.  Purchaser  represents  that it is the  owner  of the
                    Plans and that no fees or other compensation  remain due and
                    owing thereon,  or will be due or owing upon transfer of the
                    Plans to Seller.

                  2.3.5    The  provisions  of this  Section  shall  survive the
                           termination or expiration of the Contract, as amended
                           from time to time.


<PAGE>

                                   ARTICLE III
                       PURCHASE AND SALE OF REAL PROPERTY

         Section 3.1  Purchase  and Sale of Real  Property.  The parties  hereto
shall, in good faith,  employ their respective best efforts to identify specific
development  sites at the Target Seller  Resorts,  consistent  with  Purchaser's
Contemplated  Use.  The parties  expressly  acknowledge  that the Real  Property
parcels  identified  in Exhibit A to the  Contract  may not, in each case,  be a
suitable  development  site and Seller,  Owner and Purchaser are hereby released
from any specific obligation to convey or acquire those specific parcels. In the
event one or more Target Seller  Resort(s)  site is identified  and agreed upon,
then the  conveyance  of such site(s) shall be on the terms and  conditions  set
forth in the Contract,  with such exceptions as may be agreed to by Purchaser in
site-specific agreements contemplated in Section 2.1 hereof, including,  without
limitation,  being subject only to the Permitted Exceptions and the restrictions
set forth in the Contract.

                                   ARTICLE IV
                                  CONSIDERATION

         Section 4.1 Purchase Price.  The Purchase Price to be paid by Purchaser
to Owner for any development  site conveyed  pursuant to Section 3.1 above shall
be the sum of Eighteen Thousand Dollars  ($18,000.00) per Unit, plus the Royalty
Fee.

         Section  4.2 Payment  Structure.  For each  Target  Seller  Resort site
conveyed by Owner or Seller to Purchaser  pursuant  hereto,  Purchaser shall pay
$720,000.00 in Immediately  Available Funds upon the conveyance of title to such
site  (Closing)  and, in the case of a 200 Unit project,  for example,  an equal
amount on the first through the fourth  anniversary of each such closing until a
total of $3,600,000.00 has been paid for each site. In the case of a development
containing a different  number of Units (other than 200),  payment shall be made
in five (5) equal annual installments,  beginning on the date of Closing,  based
on a formula of $18,000.00  per Unit.  These  payments  shall comprise the Fixed
Purchase  Price, as defined in the Contract.  Subject to Section 4.3 below,  all
amounts  previously paid by Purchaser to Seller or Owner,  including  payment by
execution  and  delivery  of a  promissory  note,  shall be  returned in full to
Purchaser at or before the First Amendment Closing.

         Section  4.3  Earnest  Money  Deposit.  Pursuant  to Section 4.2 of the
Contract,  Purchaser  has paid to  Seller/Owner  a cash payment of $1,600,000 as
well  as  delivering  a full  recourse  promissory  note  evidencing  a debt  of
$6,400,000  (the "Note").  Pursuant to Section  8.3.2 hereof,  the Note shall be
returned to Purchaser at the First Amendment  Closing.  With respect to the cash
payment of $1,600,000,  the sum of $960,000 shall be returned to Purchaser on or
before the First  Amendment  Closing,  pursuant  to Section  8.3.1  hereof.  The
remaining $640,000 shall continue to be held (as set forth herein) as an earnest
money  deposit  toward the total  consideration  (and applied  against the first
installment of  consideration  due from Purchaser) for the three (3) development
sites at the Target Seller Resorts (the "Deposit"). Until further refined in the
Second Amendment to the Purchase and Development  Agreement,  the $640,000 total
Deposit  shall be deemed to be  equitably  allocated  amongst  the three  Target
Seller Resorts,  based on the assumptive density of each project.  (For example,
if the assumptive  densities were 200 Units,  150 Units and 100 Units, the total
Deposit  would be prorated on the basis of the Unit count at each Target  Seller
Resort).  Seller agrees that on or before the First Amendment  Closing,  it will
either (i) deliver to Purchaser a clean,  irrevocable  Letter of Credit, in form
and substance  reasonably  acceptable  to Purchaser,  and issued by a commercial
lending institution  reasonably acceptable to Purchaser or (ii) place the entire
earnest money Deposit ($640,000) in an escrow account  reasonably  acceptable to
Purchaser; the acceptability of which shall be based on the entity designated as
the escrow agent as well as the terms of the escrow  agreement with that entity;
or (iii) notify  Purchaser of Seller's  election to leave the  Collateral in the
possession  of the  Purchaser,  as  opposed  to having it  returned  to  Seller;
provided that Seller may subsequently,  at its option,  reacquire the Collateral
upon return of the  Deposit or a Letter of Credit  meeting  the  requirement  of
clause (i) above to Purchaser.


<PAGE>

         Section 4.4 Collateralizing the Purchase Price. Unless Seller exercises
the option set forth in clause (iii) of Section 4.3 above  (directing  Purchaser
to retain  possession  of the  Collateral  as security for the  repayment of the
Deposit),  Section 4.4 of the Contract shall, as of the First Amendment  Closing
Date, be deemed deleted and the documentation referred to therein and in Section
10.1.12 of the Contract  ("Collateral") shall be returned to Seller at or before
such First Amendment Closing.


                                    ARTICLE V
                            CO-DEVELOPMENT AGREEMENT

         Section 5.1 Marketing and Development. The rights, benefits and burdens
set forth in Section  5.2 of the  Contract  shall be  contingent  on the parties
mutually  identifying,  and  agreeing  to,  one or more  development  site(s) or
parcel(s) at the Target Seller Resorts and shall begin to run from the date such
site(s)  becomes the subject of a Second  Amendment  to Purchase  Agreement  (as
referred to in Section 2.1 above) or other instrument  memorializing the parties
intent relative to such site(s), with the following modifications:

                  5.1.1    Purchaser's exclusive right to market, promote, rent,
                           exchange  and  sell  Purchaser's  Timeshare  Interest
                           shall be limited to each Target  Seller  Resort where
                           the  parties  have  agreed  on  the  conveyance  of a
                           specific   development   site  to   Purchaser.   Such
                           exclusive right shall not extend to non-Target Seller
                           Resorts.

                  5.1.2    The  rights  and  provisions  set  forth in  Sections
                           5.2(2),   5.2(4),  5.2(5),  5.2(6),  5.2(8),  5.2(9),
                           5.2(11), 5.2(13) and 27.1 of the Contract shall apply
                           solely to those Target Seller Resorts where Purchaser
                           has  "contracted" (by virtue of a Second Amendment to
                           Purchase  Agreement)  to acquire (or has  acquired) a
                           development parcel.

         Section 5.2 Deletions. The following  subsections of Section 5.2 of the
Contract are hereby deemed deleted therefrom:  Section 5.2(3),  5.2(7), 5.2 (9),
5.2(12), 5.2(14) and 5.2(16).

         Section  5.3 Resort  Programs.  Section  5.3 of the  Contract  shall be
deemed, and is hereby, deleted.


<PAGE>

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

         Section 6.1 Deletions. Section 10.1.12, 13.1.4(B), the last sentence of
Section  17.1,  clause  (i) of  Section  18.1,  and all of  Section  28.1 of the
Contract shall be deemed, and is hereby, deleted.

         Section 6.2 Site Identification.  Within one hundred five (105) days of
the First Amendment  Closing Date, as defined in Section 8.4 below,  the parties
shall make final  identification of the Real Property which Purchaser intends to
develop at each of the three (3) Target Seller Resorts.

         Section 6.3  Entitlements.  From and after the First Amendment  Closing
Date,  Seller shall use its best efforts to do those things  necessary to obtain
the Entitlements  with respect to the Real Property.  Seller and Purchaser shall
cooperate  with one another in Seller's  efforts  regarding  the securing of all
applicable Entitlements and shall provide to one another, on an expedited basis,
all  materials   (including,   without   limitation,   plans  and  architectural
renderings) necessary to secure the Entitlements.

         Section  6.4  Failure  to Secure  Entitlements.  If  Seller,  Owner and
Purchaser  reasonably believe,  following site identification in accordance with
Section 6.2 above and at least six (6) months of diligent efforts on the part of
Seller and Owner to obtain Entitlements,  that it would not be possible, without
extraordinary  and  unforeseeable   expense,  to  secure  Entitlements  for  any
particular  parcel of Real  Property,  Seller or Purchaser  may provide  written
notice of the same to the other. In such event, Purchaser shall have ninety (90)
days within which to elect whether:  a) to attempt to obtain Entitlements itself
for a period of up to 365 days,  following  which Purchaser shall either acquire
such parcel in  accordance  herewith,  or terminate the Contract with respect to
such Target  Seller  Resort,  in which case  (Contract  termination)  a pro-rata
portion of the Deposit  shall be refunded to Purchaser  together with all monies
expended or incurred by Purchaser in connection  with such Target Seller Resort;
b) to terminate the Contract with respect to such Target Seller Resort, in which
case a pro-rata  portion of the Deposit shall be refunded to Purchaser  together
with all of the monies  expended or incurred by Purchaser in connection with the
Target  Seller  Resort;  or c) to  acquire  such  parcel  prior  to  receipt  of
Entitlements,   in  which  case  Seller  and  Owner's   obligations   to  obtain
Entitlements to such parcel shall be relieved.

                                   ARTICLE VII
                                  CROSS DEFAULT

          Section 7.1  Deletions.  Section 14.1 of the Contract shall be deemed,
and is hereby, deleted.


<PAGE>

                                  ARTICLE VIII
                                     CLOSING

         Section 8.1       Deletions.  Sections 17.2.7, 17.2.8, 17.2.9, 17.2.10,
17.2.11 and 17.2.12 shall be deemed, and are hereby, deleted.

         Section 8.2 First Amendment Closing. The term "First Amendment Closing"
shall mean the respective  execution and delivery of all required  documentation
pursuant to this  Amendment,  as more  particularly  set forth in the  following
Section.

          Section 8.3 Amendment  Closing  Documentation.  At or before the First
Amendment  Closing:

         A. The Seller or Owner shall  execute  and/or  deliver to Purchaser the
following items:

                  8.3.1    The sum of $960,000 by wire transfer;

                  8.3.2    The   original   promissory   note  in  the  amount
                           of $6,400,000.00   made  by   Purchaser   and
                           previously delivered to Seller; and

                  8.3.3    A Release  of any and all  liability  up to the First
                           Amendment  Closing Date, as defined,  arising from or
                           pertaining to the Contract,  and the Note,  except as
                           relates  to the  obligations  and  burdens  set forth
                           herein and the remaining and  unmodified  portions of
                           the Contract.

                  8.3.4    An Estoppel Certificate certifying that no default of
                           Purchaser  exists  under  the  Contract,  as  amended
                           hereby.

                  8.3.5    A notice, if applicable, pursuant to Section 4.3(iii)
                           hereof,  directing  Purchaser to retain possession of
                           the Collateral.

         B. Purchaser shall execute and/or deliver to Seller/Owner the following
items:

                  8.3.6    A Release of Memoranda of Contract (or  Assignment of
                           Development Rights, as applicable) for the non-Target
                           Seller Resorts, but not for the Target Seller Resorts
                           (but including the "Christie B" and "Tennis  Meadows"
                           sites at the Target Seller Resort  commonly  known as
                           Steamboat);

                  8.3.7    The  Collateral,  as  defined  in  Sections  4.4  and
                           10.1.12  of  the  Contract,   unless   Purchaser  has
                           received   a  notice   from   Seller  to  retain  the
                           Collateral  under Sections  4.3(iii) and 8.3.5 above;
                           and

                  8.3.8    A Release  of any and all  liability  up to the First
                           Amendment  Closing Date, as defined,  arising from or
                           pertaining to the Contract,  except as relates to the
                           obligations  and  burdens  set forth  herein  and the
                           remaining and unmodified portions of the Contract.

                  8.3.9    An Estoppel Certificate certifying that no default of
                           Seller or Owner exists under the Contract, as amended
                           hereby.


<PAGE>

         Section 8.4 Amendment  Closing Date. The term First  Amendment  Closing
Date shall mean March 30, 2000, or such earlier date as the parties may mutually
agree.

                                   ARTICLE IX
  ADDITIONAL MATERIAL TERMS OF FUTURE (SECOND) AMENDMENT TO PURCHASE AGREEMENT

         Section  9.1 As  discussed  in Section 2.1 above,  the  parties  hereto
hereby express their agreement to execute a supplemental  agreement (in the form
of a Second Amendment to Purchase  Agreement) setting forth all of the remaining
material  terms of the  conveyance of specific  sites at the three Target Seller
Resorts.  This  supplemental  agreement would  substitute for the  corresponding
provisions of the Contract,  as amended hereby;  with the understanding that the
Contract  (as  modified  hereby)  would  remain in full  force and effect if not
supplemented (by a Second  Amendment to the Purchase  Agreement) as contemplated
herein.

         Section 9.2 Among the additional  material terms to be resolved between
the parties are,  without  limitation:

         (i) the  allocation of the earnest money  Deposits  previously  paid by
         Purchaser for each development site at Target Seller Resorts;

         (ii) the purchase of lift tickets, if any, at each of the Target Seller
         Resorts where a  development  site is  identified  and closed,  and the
         terms regarding the use thereof;

         (iii)  a  timetable  for the  accomplishment  of  various  "performance
         milestones" by each of the parties hereto;

         (iv) a  timetable  for  development  of specific  development  sites by
         Purchaser; and

         (v) a  timetable  for  development  by the Seller of the ski  "village"
         around The Forum site at Killington.  Notwithstanding the foregoing, it
         is  agreed  that the  Second  Amendment  to  Purchase  and  Development
         Agreement will contain a due diligence or inspection  period,  in favor
         of the  Purchaser,  of 180  days  from  the  execution  of such  Second
         Amendment, among other material terms. In the event that Purchaser does
         not,  following  the  expiration  of such 180 day period,  close on any
         parcel of real estate within  thirty-five (35) days of such expiration,
         provided  Seller  has  satisfied  all of its  obligations  to have been
         performed on or before said date, pursuant to the Contract, as amended,
         the Contract  with respect to said parcel  shall  terminate  and Seller
         shall  refund to the  Purchaser  the  pro-rata  portion of the  Deposit
         applicable to such parcel.


<PAGE>

                                    ARTICLE X
                   AMENDMENTS TO ARTICLE XIII OF THE CONTRACT

         Section 10.1  Amendments to Article XIII of the Contract.  Article XIII
of the existing Contract is hereby amended as
follows:
                  (i)      In Section 13.1 - add the  following  sentence to the
                           end of the paragraph:  "Purchaser  shall use its best
                           efforts to  complete  all due  diligence,  including,
                           without  limitation,   the  approval  required  under
                           Section  13.1.4A,  as soon as reasonably  practicable
                           following identification of the Real Property, and in
                           any  event  within  180  days of the  execution  of a
                           Second Amendment to the Contract."
                  (ii)     In Section  13.1.4 - delete the  following  sentence:
                           "In the event Purchaser's parent does not approve the
                           Purchaser's  acquisition  of a  particular  parcel of
                           Real  Property,  the parties will  endeavor,  in good
                           faith, to select an alternate parcel or to revise the
                           terms  of the  transaction,  as  they  relate  to the
                           disapproved  site,  so as to  gain  the  approval  of
                           Marriott International, Inc."
                  (iii)    In  Section  13.3 - add after the words  "timely  and
                           duly  performed" on the sixth line of the  paragraph,
                           the  following:  "provided,  however,  that Purchaser
                           must have provided  notification  pursuant to Section
                           13.5 of any  failure  by  Seller or Owner to meet the
                           foregoing  requirements  in order for such failure to
                           excuse Purchaser's obligation to close."
                  (iv)     In Section 13.4 - after the first  appearance  of the
                           words  "termination  of this Contract" on line twelve
                           of the  paragraph,  add "and to the  retention of the
                           allocable portion of the Deposit."
                  (v)      In Article XIII  generally - delete all references to
                           the Note,  the terms of the Note and  payments  under
                           the Note.


<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section  11.1  Definitions.  The term  "Real  Property"  as  defined in
Exhibit B of the  Contract  shall be deemed  modified  to mean those  parcels or
sites at Target  Seller  Resorts  which the parties  mutually  agree to sell and
purchase pursuant to the terms of this Amendment and the unmodified terms of the
Contract. Moreover, the term Real Property may, but shall not necessarily,  mean
those  parcels at Target Seller  Resorts  depicted on Exhibit A to the Contract.
All other portions of the definition of Real Property shall remain unchanged.

         Section  11.2  Contract in Full Force and Effect.  Except as  expressly
hereby  modified,  the  remaining  terms and  provisions  of the Contract  shall
continue and remain in full force and effect,  except that any conflict  between
those terms and the  provisions set forth herein shall be reconciled in favor of
the terms and provisions set forth herein.

         Section 11.3 Further  Assurances/Publicity.  Each of Seller,  Owner and
Purchaser  agree that the  provisions  of Sections 24.1 and 24.5 of the Contract
shall  be  fully  applicable  to this  Omnibus  First  Amendment  and the  First
Amendment Closing as well as to any Second Amendment to Purchase and Development
Agreement,  or cancellation of the Contract pursuant to, and in compliance with,
the penultimate sentence of Section 2.1 hereof.

         Section  11.4   Counterparts.   This  Amendment  and  any  document  or
instrument   executed   pursuant  hereto  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. In addition, receipt of a
signed  counterpart  of  this  Amendment  by  facsimile   transmittal  shall  be
sufficient to constitute an original and binding  agreement  with respect to the
parties whose signatures appear thereon.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>



         IN WITNESS  WHEREOF,  this  Omnibus  First  Amendment  to Purchase  and
Development  Agreement  has been  executed and  delivered  by Seller,  Owner and
Purchaser on the respective dates set forth next to each of their signatures.

                                          SELLER:

                                          AMERICAN SKIING COMPANY
                                          a Delaware corporation

                                          By: /s/ Leslie B. Otten
                                             -----------------------------------
                                          Attest: /s/ Daniel Kashman
                                                 -------------------------------

                                          Dated: March 8, 2000


                                          OWNER:
                                          AMERICAN SKIING COMPANY RESORT
                                          PROPERTIES, INC. a Maine corporation

                                          By: /s/ Leslie B. Otten
                                             -----------------------------------

                                          Attest: /s/ Daniel Kashman
                                                 -------------------------------
                                          Dated: March 8, 2000

                                          PURCHASER:
                                          MARRIOTT OWNERSHIP RESORTS, INC.
                                          a Delaware corporation

                                          By: /s/ William F. Minnock
                                             -----------------------------------

                                          Attest: /s/ Daniel Zanini
                                                 -------------------------------
                                          Dated: March 10, 2000