Exhibit 10.29



              Booth Creek Ski Group, Inc. 2001 Stock Incentive Plan

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                           BOOTH CREEK SKI GROUP, INC.

                            2001 STOCK INCENTIVE PLAN


                               Section 1. Purpose

                  The purpose of this 2001 Stock  Incentive Plan (the "Plan") is
to advance the interests of Booth Creek Ski Group, Inc., a Delaware  corporation
("Booth Creek"),  by enhancing the ability of Booth Creek and its Affiliates (as
defined  below) to attract,  retain and  incentivize  officers,  employees,  and
independent  contractors  who are crucial to the growth and success of the Booth
Creek and Affiliate businesses.

                             Section 2. Definitions

                  "Affiliate"  means any entity that  directly or through one or
more intermediaries, is controlled by Booth Creek.

                  "Award"   means  any   Option,   Stock   Appreciation   Right,
Performance Share or Restricted Stock awarded under the Plan.

                  "Board" means the board of directors of Booth Creek.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee"  means a committee of not less than two members of
the Board appointed by the Board to administer the Plan; provided, however, that
if and when the Common Stock is registered  under  Section 12 of the  Securities
Exchange  Act of 1934,  each  member of the  Committee  shall be a  "nonemployee
director" within the meaning of Rule 16b-3 under the Securities  Exchange Act of
1934 ("Rule 16b-3"),  and provided further,  that if and to the extent necessary
to exclude  Options and SARs granted under the Plan from the  calculation of the
income  tax  deduction  limit  under Code  Section  162(m),  each  member of the
Committee  shall be an "outside  director"  within the  meaning of Code  Section
162(m).

                  "Common  Stock" or "Stock" means class B common  stock,  $.001
par value per share, of Booth Creek.

                  "Company"  means  Booth  Creek and,  except  where the content
requires otherwise,  all present and future subsidiaries and affiliates of Booth
Creek.

                  "Designated Beneficiary" means the beneficiary designated by a
Participant,  in a manner  determined  by the Board,  to receive  amounts due or
exercise  rights of the Participant in the event of the  Participant's  death or
incapacity.  In  the  absence  of an  effective  designation  by a  Participant,
Designated  Beneficiary shall mean the Participant's estate, in the event of the
Participant's  death, and the Participant's legal guardian,  in the event of the
Participant's incapacity.


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                  "Fair Market Value"  means,  with respect to Common Stock on a
given date,  the closing  sales price of the Common  Stock for such date (or, in
the event that the Common Stock is not traded on such date,  on the  immediately
preceding  trading  date) on the Nasdaq  Stock  Market or any stock  exchange on
which the Common Stock may be listed, as reported in The Wall Street Journal. If
the Common Stock is not listed on the Nasdaq Stock Market or on a national stock
exchange,  but is quoted on the OTC Bulletin Board or by the National  Quotation
Bureau, the Board shall determine Fair Market Value based on the mean of the bid
and asked  prices  per share of the Common  Stock for such  date.  If the Common
Stock is not quoted or listed as set forth  above,  Fair  Market  Value shall be
determined by the Board in good faith.

                  "Incentive  Stock Option" or "ISO" means an option to purchase
shares  of  Common  Stock  awarded  to a  Participant  under  Section 6 which is
intended to meet the requirements of Code Section 422.

                  "Nonstatutory  Stock  Option"  or  "NSO"  means an  option  to
purchase  shares of Common Stock awarded to a Participant  under Section 6 which
is not intended to be an ISO.

                  "Option"  means  an  Incentive  Stock Option or a Nonstatutory
Stock Option.

                  "Participant"  means a person selected by the Board to receive
an Award under the Plan.

                  "Performance  Shares" mean shares of Common Stock which may be
earned by the  achievement of performance  goals awarded to a Participant  under
Section 8.

                  Stock is "Publicly Traded" if stock of that class is listed or
admitted to unlisted trading privileges on a national  securities exchange or on
the Nasdaq National Market or if sales or bid and offer  quotations are reported
for that  class  of  stock in an  automated  quotation  system  operated  by the
National Association of Securities Dealers, Inc.

                  "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934 or any successor provision.

                  "Restricted  Period"  means the period of time selected by the
Board during which shares subject to a Restricted Stock Award may be repurchased
by or forfeited to the Company.

                  "Restricted  Stock" means shares of Common Stock  awarded to a
Participant under Section 9.

                  "Stock  Appreciation  Right" or "SAR" means a right to receive
any excess in Fair  Market  Value of shares of Common  Stock  over the  exercise
price awarded to a Participant under Section 7.

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                            Section 3. Administration

                  The  Board  shall  have  complete  and full  authority  in its
discretion,  to the  maximum  extent  permitted  by  law,  subject  to  and  not
inconsistent  with the express  provisions of the Plan, to administer  the Plan.
Without  limiting the foregoing,  the Board shall have authority to make Awards,
to set administrative rules, guidelines and practices relating to the Plan as it
shall deem  advisable  from time to time, and to interpret the provisions of the
Plan.  In  determining  the persons to whom Awards shall be made,  the number of
shares  to be  covered  by each  Award  and the  terms  thereof  (including  the
restriction, if any, which shall apply to the Common Stock subject to an Award),
the Board shall take into account the duties of the  respective  persons,  their
present and potential contributions to the success of the Company and such other
factors as the Board, in its discretion,  shall deem relevant in connection with
accomplishing the purposes of the Plan.

                  The Board's  decisions  shall be final and binding.  Except as
otherwise required by law, no member of the Board shall be liable for any action
or determination relating to the Plan made in good faith.

                  The  Board  may  appoint  a  Committee  and  delegate  to  the
Committee  some or all of its  authority  with  respect to Plan  administration.
Notwithstanding the foregoing, in the event that the Board appoints a Committee,
Awards to members of the Committee shall only be made by the Board. In the event
the Board  appoints a Committee,  references in the Plan to the Board shall,  as
appropriate, be read as references to the Committee.

                             Section 4. Eligibility

                  Awards may be made to employees and independent contractors of
the Company. For purposes hereof, independent contractors shall include, without
limitation, consultants, advisors and directors of the Company.

                      Section 5. Stock Available for Awards

                  (a) Subject to adjustment  under  Section 10(g) below,  Awards
may be made under the Plan for up to two  thousand  four hundred  seventy  three
(2,473)  shares of Common  Stock in the  aggregate.  If any Award in  respect of
shares of Common Stock expires or is terminated  unexercised or is forfeited for
any reason or settled in a manner that results in fewer shares  outstanding than
were initially awarded,  the shares subject to such Award or so surrendered,  as
the case may be, to the extent of such  expiration,  termination,  forfeiture or
decrease,  shall again be available for award under the Plan, subject,  however,
in the case of Incentive  Stock Options,  to any  limitation  required under the
Code. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares.

                  (b) The Board may grant Awards under the Plan in  substitution
for stock and stock based awards held by employees  of another  corporation  who
become  employees of the Company as a result of a merger or consolidation of the
employing  corporation  with the  Company or the  acquisition  by the Company of
property or stock of the employing  corporation.  The substitute Awards shall be
granted on such terms and conditions as the Board  considers  appropriate in the
circumstances.  The shares which may be delivered under such  substitute  Awards
shall be in  addition to the maximum  number of shares  provided  for in Section
5(a).
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                            Section 6. Stock Options

                  (a)  General.
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                    (i) Subject to the terms and  conditions  specified  herein,
the Board may award Incentive Stock Options and Nonstatutory Stock Options,  and
determine  the number of shares to be covered by each  Option,  the option price
therefor,  the  conditions  and  limitations  applicable  to the exercise of the
Option and the  restrictions,  if any,  applicable to the shares of Common Stock
issuable thereunder.

                    (ii) The Board shall  establish  the  exercise  price at the
time each Option is awarded,  which  exercise  price,  per share of Common Stock
covered by the  Option,  shall in no event be less than the par value of a share
of Common Stock.

                    (iii)  Subject  to  Section  10(a),  each  Option  shall  be
exercisable  at such times and subject to such terms and conditions as the Board
may specify in the applicable  Award.  The Board may impose such conditions with
respect to the exercise of Options,  including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

                    (iv) Options  granted  under the Plan shall  provide for the
payment of the exercise price by delivery of cash or check in an amount equal to
the exercise price of such Options and, to the extent  permitted by the Board at
or after the award of the Option,  may  provide  for payment by (A)  delivery of
shares of Common Stock of the Company owned by the  Participant for at least six
months  (valued at Fair Market  Value) and/or other  property  acceptable to the
Board (valued at fair market value), or (B) delivery of a promissory note of the
optionee to the Company on terms determined by the Board, or (C) payment of such
other lawful consideration as the Board may determine, or (D) any combination of
the foregoing.  Without  limiting the foregoing,  after the Common Stock becomes
Publicly Traded,  payment of the exercise price may be facilitated by an outside
broker.

                    (v) The  Board may  provide  for the  automatic  award of an
Option upon the  delivery  of shares to the  Company in payment of the  exercise
price of an Option for up to the number of shares so delivered.

                    (vi) The Board may at any time  accelerate the vesting of an
Option.

                    (vii) Options granted under the Plan shall not be assignable
or transferable other than by will or the laws of descent and distribution,  and
Options may be  exercised  during the  lifetime of the  Participant  only by the
Participant or by the Participant's guardian or legal representative.

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                  (b)  Incentive Stock Options.
                       -----------------------

                  Options  granted  under the Plan which are intended to be ISOs
shall be subject to the following additional terms and conditions:

                    (i) All ISOs  granted  under the Plan shall,  at the time of
grant, be specifically  designated as such in the option agreement covering such
Award.  All  Options  designated  as  ISOs  shall  be  interpreted  in a  manner
consistent with the requirements of Code Section 422.

                    (ii) While the  Company  shall take  reasonable  measures to
assure  that an Option  intended  to be an ISO shall be so treated  for  federal
income tax purposes,  it makes no assurances to anyone that any Option  intended
to be an ISO shall be taxed as an ISO. Without  limiting the foregoing,  Options
intended  to be ISOs  which are  exercised  after the period  permitted  by Code
Section 422 shall not be taxed as ISOs.

                    (iii) ISOs may only be awarded to  employees  of Booth Creek
or a corporation  which, with respect to Booth Creek, is a "parent  corporation"
or "subsidiary  corporation" within the meaning of Code Sections 424(e) and (f).
Furthermore,  except as otherwise provided in Code Section 422, if a Participant
is no longer  employed  by Booth  Creek or a parent  corporation  or  subsidiary
corporation of Booth Creek, the  Participant's  Option shall cease to be treated
as an ISO.

                    (iv)  Subject to clause (v), the Option  exercise  price per
share of Common  Stock  covered by an ISO shall be no less than the Fair  Market
Value of a share of Common Stock on the date of grant of the Option.

                    (v) In the case of an individual  who at the time the Option
is granted  owns stock  possessing  more than 10% of the total  combined  voting
power of all  classes of the stock of Booth  Creek or of a parent or  subsidiary
corporation  of Booth Creek,  (1) the Option  exercise price of the Common Stock
covered by any ISO granted to such person shall in no event be less than 110% of
the fair market  value of the Common  Stock on the date the ISO is granted,  and
(2) the term of an ISO granted to such person may not exceed five years from the
date of grant.

                    (vi) The aggregate Fair Market Value (determined at the time
an ISO is granted) of the Common Stock covered by ISOs exercisable for the first
time by an employee  during any  calendar  year (under all plans of the Company)
may not exceed $100,000. To the extent that an Option exceeds such limitation or
otherwise fails to satisfy the ISO requirements it shall be taxed as an NSO.
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                      Section 7. Stock Appreciation Rights

                  (a) The Board may grant Stock  Appreciation  Rights  entitling
recipients  on exercise  of the SAR to receive an amount,  in cash or Stock or a
combination  thereof (such form to be  determined  by the Board),  determined in
whole or in part by  reference to  appreciation  in the Fair Market Value of the
Stock  between  the date of the Award and the  exercise  of the  Award.  A Stock
Appreciation  Right shall entitle the  Participant  to receive,  with respect to
each share of Stock as to which the SAR is exercised,  the excess of the share's
Fair Market Value on the date of exercise over its Fair Market Value on the date
the SAR was granted.

                  (b) Stock  Appreciation  Rights may be granted in tandem with,
or independently of, Options granted under the Plan. A Stock  Appreciation Right
granted in tandem with an Option which is not an  Incentive  Stock Option may be
granted either at or after the time the Option is granted.  A Stock Appreciation
Right  granted in tandem with an  Incentive  Stock Option may be granted only at
the time the Option is granted.

                  (c) When Stock Appreciation  Rights are granted in tandem with
Options, the following provisions shall apply:

                    (i) The Stock  Appreciation  Right shall be exercisable only
at such time or times, and to the extent, that the related Option is exercisable
and shall be exercisable in accordance with the procedure  required for exercise
of the related Option.

                    (ii) The Stock  Appreciation  Right shall  terminate  and no
longer be exercisable  upon the  termination or exercise of the related  Option,
except that a Stock  Appreciation  Right  granted  with respect to less than the
full number of shares covered by an Option shall not be reduced until the number
of shares as to which the related  Option has been  exercised or has  terminated
exceeds the number of shares not covered by the Stock Appreciation Right.

                    (iii) The  number of shares  subject to  exercise  under the
Option  shall be reduced  automatically  by the number of shares with respect to
which the related Stock Appreciation Right has been exercised.

                    (iv) The Stock Appreciation Right shall be transferable only
with the related Option.

                    (v) A Stock  Appreciation  Right  granted in tandem  with an
Incentive  Stock Option may be exercised only when the market price of the Stock
subject to the Option exceeds the exercise price of such Option.

                  (d) A Stock  Appreciation  Right not granted in tandem with an
Option shall become  exercisable at such time or times,  and on such conditions,
as the Board may specify.

                  (e)  The Board may at any time accelerate the  time  at  which
all or any part of the SAR may be exercised.
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                          Section 8. Performance Shares

                  (a) The  Board may make  Performance  Share  Awards  entitling
recipients  to  acquire  shares  of  Stock  upon  the  attainment  of  specified
performance goals. The Board may make Performance Share Awards independent of or
in connection  with the granting of any other Award under the Plan. The Board in
its sole discretion shall determine the performance  goals applicable under each
such Award,  the periods  during which  performance  is to be measured,  and all
other limitations and conditions applicable to the awarded Performance Shares.

                  (b) A Participant  receiving a  Performance  Share Award shall
have the rights of a  stockholder  only as to shares  actually  received  by the
Participant  under the Plan and not with  respect to shares  subject to an Award
but not actually received by the Participant. A Participant shall be entitled to
receive a stock certificate  evidencing the acquisition of shares of Stock under
a Performance Share Award only upon satisfaction of all conditions  specified in
the Agreement evidencing the Performance Share Award.

                  (c) The Board may at any time  accelerate  or waive any or all
of the goals,  restrictions or conditions  imposed under any  Performance  Share
Award.

                           Section 9. Restricted Stock

                  (a) The Board  may grant  Restricted  Stock  Awards  entitling
recipients  to acquire  shares of Stock,  subject to the right of the Company to
repurchase  all or part of such  shares at their  purchase  price or at  another
price  specified  in the  Award  (or to  require  forfeiture  of such  shares if
purchased at no cost) from the recipient in the event that conditions  specified
by the Board in the applicable  Award are not satisfied  prior to the end of the
applicable  Restricted Period or Restricted Periods established by the Board for
such Award. Conditions for repurchase (or forfeiture) may be based on continuing
employment or service or  achievement  of  pre-established  performance or other
goals and objectives.

                  (b)  Shares of  Restricted  Stock  may not be sold,  assigned,
transferred,  pledged or otherwise encumbered,  except as permitted by the Board
during the applicable  Restricted  Period.  Shares of Restricted  Stock shall be
evidenced in such manner as the Board may determine.  Any certificates issued in
respect of shares of  Restricted  Stock shall be  registered  in the name of the
Participant  and,  unless  otherwise  determined by the Board,  deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee).  At the expiration of the Restricted Period, the Company (or such
designee)  shall  deliver  such  certificates  to  the  Participant  or  if  the
Participant has died, to the Participants' Designated Beneficiary.

                  (c) The  purchase  price for each  share of  Restricted  Stock
shall be  determined  by the Board and may not be less than the par value of the
Common  Stock.  Such  purchase  price may be paid in cash or such  other  lawful
consideration as is determined by the Board.

                  (d) The Board may at any time accelerate the expiration of the
Restricted  Period applicable to all, or any particular,  outstanding  shares of
Restricted Stock.
<PAGE>

               Section 10. General Provisions Applicable to Awards

                  (a)  Maximum Term.  No Award shall have a term exceeding ten
(10) years, measured from the date of the Award grant.

                  (b) Applicability of Rule 16b-3.  Those provisions of the Plan
which make an express reference to Rule 16b-3 shall apply to the Company only at
such time as the  Company's  Common  Stock is  registered  under the  Securities
Exchange Act of 1934,  or any  successor  provision,  and then only to Reporting
Persons.

                  (c) Reporting Person  Limitations.  Notwithstanding  any other
provision  of the Plan,  to the extent  required  to qualify  for the  exemption
provided by Rule 16b-3, the selection of a Reporting Person as a Participant and
the terms of his or her Award shall be determined  only in  accordance  with the
applicable provisions of Rule 16b-3.

                  (d)  Documentation.   Each  Award  under  the  Plan  shall  be
evidenced by an instrument delivered to the Participant specifying the terms and
conditions   thereof  and  containing   such  other  terms  and  conditions  not
inconsistent with the provisions of the Plan as the Board considers necessary or
advisable.  Such  instruments may be in the form of agreements to be executed by
both the  Company  and the  Participant,  or  certificates,  letters  or similar
documents, acceptance of which shall evidence agreement to the terms thereof and
of this Plan.

                  (e) Board Discretion. Each type of Award may be made alone, in
addition to or in relation to any other type of Award. The terms of each type of
Award need not be identical and the Board need not treat Participants uniformly.
Except  as  otherwise   provided  by  the  Plan  or  a  particular   Award,  any
determination  with  respect to an Award may be made by the Board at the time of
the Award grant or at any time thereafter.

                  (f)  Termination  of Status.  The Board  shall  determine  and
specify in the Award  documentation  the  effect on an Award of the  disability,
death,  retirement,   authorized  leave  of  absence  or  other  termination  of
employment  or other status of a  Participant  and the extent to which,  and the
period  during  which,  the  Participant's  legal  representative,  guardian  or
Designated Beneficiary may exercise rights under such Award.

                  (g) Dilutions and Other Adjustments. In the event of any stock
dividend or split,  recapitalization,  combination,  exchange or similar  change
affecting the Common Stock,  the Board shall equitably  adjust any or all of (i)
the number  and kind of shares in respect of which  Awards may be made under the
Plan,  (ii) the number and kind of shares  subject to  outstanding  Awards,  and
(iii) the  award,  exercise  or  conversion  price  with  respect  to any of the
foregoing,  and may make any other  equitable  adjustments  or take  such  other
equitable  action as the  Board,  in its  discretion,  shall  deem  appropriate,
including,  if considered  appropriate by the Board, making provision for a cash
payment with respect to an outstanding  Award. Such adjustments or actions shall
be  conclusive  and  binding for all  purposes.  In the event of a change in the
Common Stock which is limited to a change in the designation thereof to "Capital
Stock" or other similar designation, or to a change in the par value thereof, or
from no par value to par value (or vice versa),  without increase or decrease in
the number of issued shares,  the shares resulting from any such change shall be
deemed to be Common Stock within the meaning of the Plan.

                  In the event that Booth Creek or the  division,  subsidiary or
other Affiliate for which a Participant  performs services is sold (including an
asset sale),  spun off,  merged,  consolidated,  reorganized or liquidated,  the
Board  may  take  any one or more of the  following  actions  as to  outstanding
Awards:  (i)  provide  that  such  Awards  shall be  assumed,  or  substantially
equivalent  Awards  shall  be  substituted,   by  the  acquiring  or  succeeding
corporation (or an affiliate  thereof) on such terms as the Board  determines to
be  appropriate,  (ii) upon  written  notice to  Participants,  provide that all
unexercised   Options  or  SARs  shall  terminate   immediately   prior  to  the
consummation of such transaction  unless  exercised by the Participant  within a
specified period following the date of such notice, (iii) in the event of a sale
or similar  transaction  under the terms of which holders of the Common Stock of
the Company receive a payment for each share surrendered in the transaction (the
"Sales  Price"),  make or provide for a payment to each Option and/or SAR holder
equal to the amount by which (A) the Sales  Price  times the number of shares of
Common  Stock  subject  to  Participant's  outstanding,  vested  Options or SARs
exceeds (B) the aggregate exercise price of all such outstanding, vested Options
or SARs, in exchange for the  termination of such Options or SARs,  (iv) or make
such  other  equitable  adjustments,  if  any,  as the  Board  determines  to be
necessary or advisable under the circumstances.
<PAGE>

                  (h) Withholding.  The Participant shall pay to the Company, or
make provisions  satisfactory to the Board for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability.  The Company may, to the extent  permitted
by law, deduct any such tax  obligations  from any payment of any kind otherwise
due to the Participant.

                  (i) Foreign Nationals.  Awards may be made to Participants who
are foreign  nationals or employed  outside the United  States on such terms and
conditions  different  from those  specified in the Plan as the Board  considers
necessary  or  advisable  to achieve  the  purposes  of the Plan and comply with
applicable laws and/or achieve favorable tax results under foreign tax laws.

                  (j)  Amendment  of  Award.  The Board may  amend,  modify,  or
terminate any outstanding Award,  including  substituting therefor another Award
of the same or a different  type,  changing the date of exercise or  realization
and  converting  an  Incentive  Stock  Option to a  Nonstatutory  Stock  Option,
provided that the Participant's  consent to such action shall be required unless
the Board  determines  that the action,  taking into account any related action,
would not materially and adversely affect the Participant.

                  (k)  Financial Statements.  To the extent required by law,
recipients of Awards shall  be  provided  with  financial  statements  from  the
Company at least annually.

                  (l) Conditions on Delivery of Stock.  The Company shall not be
obligated  to  deliver  any  shares of Stock  pursuant  to the Plan or to remove
restrictions  from  shares  previously  delivered  under  the Plan (i) until all
conditions  of the Award have been  satisfied  or removed,  (ii)  until,  in the
opinion of the  Company's  counsel,  all  applicable  federal and state laws and
regulations  have been complied with, and (iii) if the  outstanding  Stock is at
the time listed on any stock  exchange,  until the shares to be  delivered  have
been listed or authorized to be listed on such exchange upon official  notice of
issuance.  If the sale of Stock has not been registered under the Securities Act
of 1933, as amended,  the Company may require, as a condition to exercise of the
Award,  such   representations   or  agreements  as  the  Company  may  consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer. Except to
the extent as may be specified in the documentation with respect to a particular
Award grant, the Company shall be under no obligation to register or qualify any
shares of Common Stock  subject to Awards under any federal or state  securities
law or on any exchange.
<PAGE>

                            Section 11. Miscellaneous

                  (a) No Right To Employment  or Other  Status.  No person shall
have any claim or right to be granted an Award,  and the grant of an Award shall
not be construed as giving a  Participant  the right to continued  employment or
service for the Company. The Company expressly reserves the right at any time to
dismiss a Participant free from any liability or claim under the Plan, except as
may be expressly provided in the applicable Award.

                  (b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a  stockholder  with respect to any shares of Common Stock to be  distributed
under the Plan until he or she becomes the record holder thereof.

                  (c) No  Restriction  on the  Right  of Booth  Creek to  Effect
Corporate  Changes.  The Plan and the Options granted hereunder shall not affect
in any way the  right or power of  Booth  Creek or its  stockholders  to make or
authorize any or all  adjustments,  recapitalization,  reorganizations  or other
changes in Booth Creek's  capital  structure or its  business,  or any merger or
consolidation  of Booth Creek, or any issue of stock or of options,  warrants or
rights to purchase stock or of bonds, debentures,  preferred or prior preference
stocks  whose rights are superior to or affect the Common Stock or the rights of
holders thereof or which are convertible  into or exchangeable for Common Stock,
or the dissolution or liquidation of Booth Creek, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

                  (d) Exclusion from Benefit  Computations.  Except as expressly
specified  in the  applicable  plan or  program,  no amount of cash or shares of
Common Stock  payable upon  exercise of an Award granted under the Plan shall be
considered salary,  wages or compensation for purposes of determining the amount
or nature of  benefits  that a  Participant  is  entitled  to receive  under any
Company benefit plan or program.

                  (e) Transfers to and from  Affiliates.  For all Plan purposes,
except to the extent  specifically  provided  otherwise in a  particular  Award,
employment  shall  include  all  periods  of  employment  with any  Booth  Creek
Affiliate,  and a transfer  of an  employee  from Booth  Creek to a Booth  Creek
Affiliate  or visa  versa,  or a  transfer  from one Booth  Creek  Affiliate  to
another, will not be treated as a termination of employment.

                  (f)  Effective  Date and Term.  Subject to the approval of the
stockholders of the Company,  the Plan is effective as of the date as of when it
was  adopted  by  the  Board.  Prior  to  such  stockholder   approval,   Awards
incorporating  provisions authorized by the Plan may be made under the Plan, but
shall be expressly subject to such approval. No Award may be made under the Plan
after the tenth  anniversary  of the Plan's  effective  date, but Awards granted
before such date may extend beyond that date.

                  (g)  Amendment  of Plan.  The Board  may  amend,  suspend,  or
terminate the Plan or any portion thereof at any time; provided,  however,  that
no amendment  shall be made  without  stockholder  approval if such  approval is
necessary to comply with any applicable tax or regulatory requirement.  Prior to
any such approval,  Awards may be made under the Plan expressly  subject to such
approval.

                  (h)  Governing Law.  The  provisions  of  the  Plan  shall  be
governed by and interpreted in accordance with the laws of the  jurisdiction  of
incorporation of Booth Creek at the relevant time.