Exhibit 10.27





            Amended and Restated Employment Agreement by and between
             Booth Creek Ski Group, Inc., Booth Creek Ski Holdings,
                          Inc. and Christopher P. Ryman

<PAGE>




                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         AMENDED  AND  RESTATED  EMPLOYMENT  AGREEMENT  dated as of May 1, 2000,
between Booth Creek Ski Group, Inc., a Delaware  corporation  ("Parent"),  Booth
Creek Ski Holdings, Inc., a Delaware corporation ("Holdings"; the term "Company"
shall mean "each of Parent and Holdings" unless the context of the term contains
the word  "either" or "neither"  or language of like  import,  in which case the
term shall mean either or neither of Parent or Holdings, as the case may be) and
Christopher P. Ryman ("Executive").

         The parties agree as follows:

     1.  Employment.  Company agrees to employ  Executive  during the Employment
Term,  as defined in Section 3, upon the terms and  conditions  hereinafter  set
forth, and Executive agrees to be so employed.

     2.  Titles and Duties.   Company  shall  employ  Executive as President and
Chief Operating Officer.  Executive shall be responsible for Company's strategic
planning and daily operations and perform such particular or additional  duties,
consistent  with his office,  as may be assigned by Company's board of directors
("board"),  to whom the Executive shall directly report.  Executive shall render
his services  faithfully and to the best of his ability and,  subject to Section
5.h,  devote his full business time and attention to the services to be rendered
by him hereunder.

     3.  Term of Employment; Termination.

         a. The  period  during  which  Executive  shall be employed  under this
     Agreement  (the  "Employment  Term")  commenced as of May 1, 2000 and shall
     continue  through  October 31, 2003,  unless the  Employment  Term shall be
     sooner terminated as provided herein.

         b. The  Employment  Term shall  terminate  prior  to any date otherwise
     specified in Section 3.a upon

               i. Executive's death or disability  ("disability"  shall mean any
          physical or mental  incapacity  that prevents  Executive in a material
          respect from  performing  Executive's  duties as herein provided for a
          continuous period of 90 days or an aggregate period of 150 days during
          any consecutive twelve-month period, and disability shall be deemed to
          have occurred as of the end of the applicable period);

               ii. notice from either Company of termination  for cause ("cause"
          shall  mean  that  Executive   shall  have  (w)  committed  a  felony,
          regardless whether in the course of his employment, excluding offenses
          under  laws  regulating  motor  vehicle  traffic  or  skiing,  but not
          excluding such  offenses,  if they arise from  Executive's  failure to
          cause Company to conduct its business in accordance with law (provided
          that, if Company shall terminate  Executive's  employment  pursuant to
          this subclause (w), and Executive ultimately shall be acquitted,  such
          termination  shall be deemed a termination  pursuant to clause iii, as
          of the  date of  termination  pursuant  to this  subclause  (w));  (x)
          engaged in fraud, embezzlement involving property of either Company or
          otherwise,  or other intentional  wrongful act that materially impairs
          the goodwill or business of either Company; (y) any willful failure to
          carry out any  material  responsibilities  hereunder or to comply with
          any reasonable  instruction of the board or Company policy, not cured,
          within a reasonable  time of notice from the board;  or (z)  otherwise
          materially breached any provision of this Agreement);
<PAGE>

               iii.  notice from either  Company of  termination  other than for
          cause;

               iv. 60 days' notice from  Executive  given within six months from
          the date  that that  John  Hancock  Life  Insurance  Company,  Hancock
          Mezzanine  Partners  L.P.,  CIBC WG Argosy  Merchant  Fund 2,  L.L.C.,
          Co-Investment   Merchant  Fund,   LLC,  and  their   affiliates   (the
          "Investors")  together own beneficially Parent capital stock (assuming
          any currently  exercisable rights to acquire Parent capital stock have
          been  exercised),  entitling  them to cast less than a majority of the
          votes entitled to be cast on any matter upon which a holder of a share
          of stock of a Delaware corporation of which only one class of stock is
          outstanding would be entitled to vote, treating any Parent outstanding
          nonvoting stock that is convertible  into Parent voting stock as if it
          had been so converted ("A Change in Control"); or

               v. 30 days notice from  Executive  given  within two months after
          Executive's  duties and authority  have been  materially  reduced from
          those  existing on the date hereof,  unless such duties and  authority
          are restored within such 30-day period.

         c.  If the Employment Term shall terminate pursuant to any of clauses i
     through v of Section 3.b,  Company's  obligations  hereunder shall be fully
     satisfied,

               i. upon  payment to Executive or his estate of an amount equal to
          any unpaid  expense  reimbursement  and unpaid salary for the month in
          which his death or disability  shall occur and compliance with Section
          4.g and payment of any bonus under Section 5.h, in case of termination
          pursuant to clause i;

               ii. upon payment to Executive of any unpaid expense reimbursement
          and unpaid  salary  through the date of  termination,  in the event of
          termination  pursuant  to  clause  ii,  provided,  however,  that such
          payment shall not prevent  Company from seeking relief  respecting any
          claim it might have against the Executive hereunder or otherwise; or

               iii. upon payment to Executive,  within 10 days after termination
          pursuant  to any of clause  iii,  iv, or v, of (x) any unpaid  expense
          reimbursement, (y) an amount equal to the sum of (A) the amount of any
          unpaid salary through the date of termination and payment of any bonus
          under  Section  5.h  plus  (B) the  product  obtained  by  multiplying
          Executive's  Base Salary by 1.5., and (z) and compliance  with Section
          4.g,  except that  Company  shall,  until the sooner of 18 months from
          date of termination or  Executive's  becoming  eligible for comparable
          health,  disability,  and life insurance benefits from new employment,
          continue to provide Executive the Company insurance benefits in effect
          respecting  Executive  immediately  prior to  occurrence  of the event
          resulting in the termination.

     4.  Compensation and Benefits.

         a.  Holdings shall pay Executive,  in accordance with Holdings' payroll
     practices applicable to its salaried executives,  a Base Salary at the rate
     of Three Hundred Fifteen Thousand Dollars  ($315,000) per year,  subject to
     increase,  but not  decrease,  after the first  fiscal  year end  occurring
     during the Employment Term, as the parties may agree.
<PAGE>

         b.  The parties  contemplate that prior to each fiscal year,  Holdings'
     board of directors will establish  reasonable  performance  incentive goals
     for  Executive for the ensuing  fiscal year,  with a bonus target of 50% of
     Executive's Base Salary for such fiscal year, if the goals are obtained.

         c.  During  the  Employment  Term,  Executive   shall  be  eligible  to
     participate  in the health,  disability,  and  retirement  plans offered to
     executives of Company or any of its related entities engaged in operating a
     ski resort in accordance  with the terms of those plans,  at  participation
     levels and with  benefits  not less  favorable  than those  provided to the
     plans'  respective  highest  ranking  participants.   Promptly  after  this
     Agreement  shall have been  executed,  Company will obtain and,  thereafter
     during the Employment  Term,  maintain  disability  insurance  coverage for
     Executive in amounts, for such periods,  and under such conditions,  as are
     customary.  During the Employment Term, Company shall not materially reduce
     the benefits  required to be provided  under this Section from their levels
     in effect at the commencement of the Employment Term.

         d.  Promptly  following  adoption of, and in  accordance  with, a stock
     bonus/option plan (the "Plan"; shares of Parent Class B Common Stock issued
     or issuable there under to be referred to as "Plan  Shares"),  Parent shall
     issue to Executive a number of Plan Shares that will equal 5% of the sum of
     the number of shares of Parent  common  stock  outstanding  and issuable on
     exercise  or  conversion  of  outstanding   rights  to  buy  or  securities
     convertible  into  common  stock  (including  the Plan Shares to be granted
     pursuant to this clause or otherwise to be reserved for issuance  under the
     Plan)  outstanding as of the date hereof. If Parent does not adopt the Plan
     having substantially the terms set forth in Exhibit A, Parent shall in good
     faith  establish a cash bonus plan for Executive  that shall  substantially
     match the  economic  benefits  of the Plan.  Should any  Investor  make any
     equity  investment  directly in any business  controlled  by Parent,  as to
     which Executive has, at Company's request,  provided material assistance in
     negotiating or overseeing,  Parent and Holdings shall make such arrangement
     as they shall  reasonably  deem  appropriate  to put  Executive in the same
     position  hereunder  with respect to such business as Executive  would have
     been if such  business  were  wholly  owned by  Holdings,  and such  equity
     investment had been made in Holdings to fund such business.  Should Company
     agree with any Investor to provide management or consulting services to any
     business not controlled by Parent, Company shall pay Executive a percentage
     of any fees received in respect thereof  appropriate to reflect Executive's
     ownership of Parent common stock.

               i. If either Company shall terminate the Employment Term pursuant
          to  clause  ii  of  Section  3.b,  or  Employee  shall  terminate  his
          employment  in breach  hereof,  Executive  shall forfeit to Parent the
          percentage  of  Executive's  Plan  Shares  set  forth  below,  if such
          termination  shall  occur  prior to  November  1 of the year set forth
          opposite   such   percentage,   and  Company  shall  have  the  right,
          exercisable  by notice to  Executive  given  within one year after the
          date of such  termination,  to buy  from  Executive  Executive's  Plan
          Shares  not  forfeited  at their  Fair  Market  Value (as  hereinafter
          defined), determined as set forth below (the "Forfeiture Table"):

<PAGE>

                  Executive shall forfeit            if the Employment Term
                  the following percentage           terminates prior to
                  of Executive's Plan Shares,        November 1 of, __________
                  ---------------------------        -------------------------

                           80%                                         2000
                           60%                                         2001
                           40%                                         2002
                           20%                                         2003


Notwithstanding  the preceding,  Executive shall forfeit all of Executive's Plan
Shares  to  Parent,  if,  during  the  term of the  Stockholders  Agreement,  as
hereinafter  defined,  (x) either Company shall  terminate the  Employment  Term
pursuant to clause (w) of Section  3.b.ii,  respecting  a felony that  Executive
shall  commit in the  course of his  employment  or in  connection  with  either
Company,  or  pursuant  to  clause  (x) of such  Section,  but only  for  events
occurring in the course of his employment or in connection with the Company,  or
pursuant to clause (z) of such  Section or (y)  Executive  both  terminates  his
employment  in breach  hereof and breaches  Section 5 prior to November 1, 2003.
The  preceding  sentence  shall not apply to any Plan  Share  sold  pursuant  to
Section 2 or 3 of the Stockholders Agreement.

               ii. Except pursuant to Section 2 or 3 of a Stockholders Agreement
          (the  "Stockholders  Agreement")  executed or to be  executed  between
          Executive,  Elizabeth J. Cole,  Timothy H. Beck,  Brian J. Pope,  John
          Hancock Life Insurance Company,  Hancock Mezzanine Partners L.P., CIBC
          WG Argosy Merchant Fund 2, L.L.C.,  Co-Investment  Merchant Fund, LLC,
          and Parent,  Executive  shall not sell or otherwise  transfer any Plan
          Share or interest  (including any security interest) in any Plan Share
          so long as such Plan Share shall remain subject to forfeiture.

               iii. If, during the term of the Stockholders Agreement, Executive
          (or any legal  representative  or  successor  by will or  inheritance)
          shall receive from a financially responsible  unaffiliated person that
          is not a competitor of the Company (the "Offeror") a written bona fide
          offer (the "Bona Fide Offer") to purchase for cash any Parent  capital
          stock  held by  Executive  ("Offered  Shares"),  which Bona Fide Offer
          otherwise  shall  be in  accordance  with  this  agreement  and  which
          Executive shall desire to accept,  Executive shall give written notice
          (the "Notice") to such effect to Parent and the Investors.  The Notice
          shall also set forth the name and  address of the  Offeror,  the price
          and other  terms of the Bona Fide  Offer,  and shall  contain an offer
          (the "Notice Offer"), irrevocable during the Company Option Period (as
          defined in Section 4.d.,  clause iii.a), to sell the Offered Shares to
          Parent or its designees,  and,  irrevocable during the Investor Option
          Period (as defined in Section 4.d, clause iii.b),  to sell the Offered
          Shares to the Investors, at the price and on the other terms contained
          in the Bona Fide Offer and  pursuant to the other  provisions  of this
          Agreement.  The Notice shall be accompanied by a copy of the Bona Fide
          Offer.  For  purposes  of this clause  (iii),  a  "competitor"  of the
          Company shall mean a business that owns or operates  ski-resorts or is
          in the ski-resort real estate development business.

                    a) Parent  shall have the right to accept  the Notice  Offer
               with respect to any or all of the Offered Shares,  exercisable by
               delivery of a written notice of acceptance given to Executive and
               Investors  within 30 days after delivery of the Notice  ("Company
               Option Period").  Parent's acceptance shall also state the amount
               of capital stock, if any, that each Investor would be entitled to
               purchase pursuant to Section 4.d, clause iii.b), if each Investor
               accepted the Notice Offer with respect to the full  proportionate
               amount referred to in the first sentence of such clause.
<PAGE>

                    b) Each  Investor  shall have the right to accept the Notice
               Offer with respect to that proportion of the Offered Shares as to
               which  Parent  shall have failed to accept the Notice Offer equal
               to such  Investor's  proportion of Parent  capital stock owned by
               all  Investors,  exercisable  by delivery of a written  notice of
               acceptance  given to Executive and Investors within 40 days after
               delivery of the Notice ("Investor  Option Period").  Any Investor
               that  shall   accept  the  Notice  Offer   respecting   the  full
               proportionate  amount  referred to in the preceding  sentence may
               also state in its  acceptance  the maximum  number of  additional
               Offered  Shares that the Investor shall wish to buy, if any other
               Investor  shall not accept the Notice  Offer with  respect to its
               full proportionate  amount. If the total number of Offered Shares
               that  Investors  state  they shall  wish to buy  pursuant  to the
               preceding  sentence  shall exceed the amount  available  pursuant
               thereto, each such Investor shall purchase that proportion of the
               additional Offered Shares equal to such Investor's  proportion of
               Parent capital stock owned by all such Investors.  The closing of
               any sale of Offered Shares to Investors shall occur  concurrently
               with the closing of any sale of such Offered Shares to Parent, or
               if none are to be sold to Parent,  within 70 days after  delivery
               of the Notice.

                    c) Should  Parent  and  Investors  fail to accept the Notice
               Offer with respect to all of the Offered  Shares,  then Executive
               shall  be  entitled,  for a  period  of  30  days  following  the
               expiration of the Investor  Option  Period,  to close the sale of
               all, but not less than all, of the Offered  Shares to the Offeror
               on the terms  and  conditions  set forth in the Bona Fide  Offer,
               provided  that the Bona Fide  Offeror  shall agree to be bound by
               this  Section  4.d.iii  with  respect to the Offered  Shares.  If
               Executive  shall fail to so sell the  Offered  Shares,  Executive
               shall not thereafter sell the Offered Shares,  except after again
               complying with this Section 4.d, clause iii.

               iv. The  closing of any Parent  purchase  of Plan Shares or other
          Parent  capital stock held by Executive  shall occur within 30 days of
          Parent's  notice  of  exercise  of right to buy,  but not  before  the
          expiration  of the  Investor  Option  Period.  At the  closing  of any
          purchase,   Executive  shall  deliver  certificates  representing  the
          capital stock to be sold,  endorsed in blank or  accompanied  by stock
          powers executed in blank, with signatures  guaranteed and any required
          stock transfer stamp  attached,  against  payment of the amount due at
          closing  in  immediately  payable  funds.  In the  case of a  purchase
          pursuant to Section  4.d.i,  20% of the purchase  price will be due at
          the closing and the balance in four equal annual installments;  Parent
          will  deliver a  promissory  note,  in  customary  form as Parent  and
          Executive shall reasonably agree, to evidence  Parent's  obligation to
          pay the  balance;  and,  to secure  payment of the note,  Parent  will
          pledge the  purchased  Plan Shares  pursuant to a Pledge  Agreement in
          customary form as Parent and Executive shall  reasonably  agree.  Upon
          any  sale of any  Plan  Share  pursuant  to this  Agreement  or not in
          violation of this Agreement or other  agreement to which Executive and
          Parent shall be a party  relating to any Plan Share,  Parent shall pay
          Executive an amount of deferred  compensation  per share sold equal to
          the amount of one Deferred  Compensation Unit, determined as set forth
          below.
<PAGE>

               v. The Fair Market  Value of a Plan Share shall mean the quotient
          obtained  by  dividing  (x) the  excess  of (I) the sum of  Enterprise
          Value, as hereinafter  defined,  for the fiscal year ended immediately
          before the date as of which  Fair  Market  Value is to be  determined,
          plus the CE Proceeds,  as  hereinafter  defined,  as of such date over
          (II) the total of the face  amounts of Parent's  12% notes made to the
          Investors and Booth Creek  Partners  Limited II,  L.L.L.P.  ("Investor
          Notes")  outstanding  on the last day of such  fiscal  year by (y) the
          Adjusted Shares Outstanding,  as hereinafter  defined. For purposes of
          this clause (v),  "CE  Proceeds"  as of any date shall mean the sum of
          the products  obtained by multiplying the exercise or conversion price
          of each CE Security  outstanding  on such date by the number of shares
          of common stock  issuable upon  exercise,  exchange,  or conversion of
          such CE Security; "CE Security" shall mean each warrant, stock option,
          convertible  security,  or other  right  or  security  exercisable  or
          exchangeable for or convertible  into Parent common stock,  insofar as
          its exercise or conversion price is less than the quotient obtained by
          dividing  Enterprise  Value as of such date by the number of shares of
          Parent common stock  outstanding on such date, except that none of the
          Investor Notes shall  constitute a CE Security;  and "Adjusted  Shares
          Outstanding"  shall mean as of any date the number of shares of common
          stock  outstanding as of such date plus the number of shares of common
          stock  issuable  upon  exercise,  exchange,  or  conversion  of all CE
          Securities outstanding on such date.

               vi.  The amount of a  Deferred  Compensation  Unit as of any date
          (the  "Determination  Date")  shall  equal the excess of (X) an amount
          determined by dividing (I) any excess of (A) the sum of (1) the lesser
          of (i) the total of the face amounts of the Investor Notes outstanding
          on the Determination  Date or (ii) the sum of Enterprise Value for the
          fiscal year ended immediately before the Determination Date and the CE
          Proceeds plus (2) the amounts of all cash  repayments of principal and
          cash payments of interest on the Investor  Notes from the beginning of
          the  Employment   Term  through  the   Determination   Date  over  (B)
          $60,000,000 by (II) the Adjusted Shares  Outstanding over (Y) the sums
          of the  respective  quotients  obtained by dividing the amount of each
          Accelerated  DCA  Payment  made or, but for the  operation  of clauses
          vii.a or vii.b,  would  have been  made by the  number of Plan  Shares
          constituting  the  numerator  of the  fraction  referred  to in clause
          (vii)(Y)  that  shall or would  have  been  used to  compute  any such
          Accelerated  DCA  Payment.  For  purposes  of this  clause  (vi),  "CE
          Proceeds"  shall mean the sum of the products  obtained by multiplying
          the   exercise   price  of  each  CE  Security   outstanding   on  the
          Determination  Date by the number of shares of common  stock  issuable
          upon  exercise  of such CE  Security;  "CE  Security"  shall mean each
          warrant or stock option  exercisable  to purchase  Parent common stock
          first  outstanding  on or  before  the date that any Plan  Shares  are
          issued,  insofar  as its  exercise  price is less  than  the  quotient
          obtained by dividing  Enterprise Value as of the Determination Date by
          Adjusted Shares  Outstanding;  and "Adjusted Shares Outstanding" shall
          mean 16,485,  as  appropriately  adjusted for stock  dividends,  stock
          splits, reverse stock splits, etc. occurring subsequent to the date of
          issue of the Plan Shares.

               vii.  Subject to clauses  vii.a) and  vii.b),  at any time a cash
          payment of  principal  or interest on the  Investor  Notes ("Cash Note
          Payment")  shall be made  that,  together  with all  other  Cash  Note
          Payments made after the date of execution hereof,  exceeds $60,000,000
          (such  Cash Note  Payment,  to the  extent of such  excess,  the "Note
          Excess   Payment"),Company   shall   pay  to   Executive   an   amount
          ("Accelerated   DCA  Payment")  equal  to  the  product   obtained  by
          multiplying  (X) the excess of (I) the  quotient  obtained by dividing
          such Note Excess  Payment by .85 over (II) such Note Excess Payment by
          (Y) a  fraction,  the  numerator  of which shall be the number of Plan
          Shares then held by Executive  and the  denominator  of which shall be
          2,473, as appropriately  adjusted for stock  dividends,  stock splits,
          reverse stock splits,  etc. occurring  subsequent to the date of issue
          of the Plan Shares.

                    a) No  Accelerated  DCA Payment  shall be made to  Executive
               pursuant to clause vii. at the time any Note Excess Payment shall
               be made from  proceeds  of an initial  public  offering of Parent
               equity securities  registered under the Securities Act ("IPO") or
               during the Lockup Period, as hereinafter defined, but, subject to
               clause  vii.b),  within five days following the end of the Lockup
               Period,   Company  shall  pay  Executive  an  amount   ("Deferred
               Accelerated  DCA  Payment")  equal to one quarter of the total of
               all  Accelerated  DCA  Payments  that  Company  would  have  made
               pursuant to clause  vii.,  but for the  operation  of this clause
               vii.a),  computed  without regard to clause  vii.b),  and Company
               shall pay to Executive three additional Deferred  Accelerated DCA
               Payments, each in an amount equal to the first one, at the end of
               each of the  sixth,  12th,  and 18th  month  after the end of the
               Lockup Period.

                    b) There shall be deducted from any  Accelerated DCA Payment
               or Deferred  Accelerated  DCA  Payment an amount (a "DCA  Vesting
               Deduction")  equal to the percentage of  Executive's  Plan Shares
               remaining  subject  to  forfeiture,  as stated in the  Forfeiture
               Table,  at the time such  Accelerated  DCA  Payment  or  Deferred
               Accelerated  DCA  Payment  shall be  payable.  At each  time that
               Executive's  Plan Shares shall cease to be forfeitable  under the
               Forfeiture Table,  Company shall pay to Executive an amount ("DCA
               Vesting  Payment")  bearing the same  proportion to the amount of
               each DCA Vesting Deduction theretofore made as the number of Plan
               Shares so ceasing to be  forfeitable  shall bear to the number of
               Executive's  Plan Shares that  remained  subject to forfeiture at
               the time such DCA Vesting Deduction was made. Upon the occurrence
               of a Change in Control,  Company shall pay to Executive an amount
               equal  to the  excess  of the sum of all DCA  Vesting  Deductions
               theretofore  made  over  the  sum of  all  DCA  Vesting  Payments
               theretofore made, and,  thereafter,  this clause vii.b shall have
               no further effect.

               viii. Should any of the Investors sell any of their Parent common
          stock  pursuant to the IPO,  Company shall pay to Executive  within 60
          days  following  the end of the Lockup  Period an amount  equal to the
          product  obtained by multiplying  (X) any excess of the IPO Price over
          the Ending Lockup Price by (Y) the Investors  Sale  Percentage and (Z)
          the number of Plan Shares held by Executive  not subject to forfeiture
          under the  Forfeiture  Table on the date of  consummation  of the IPO.
          Such  payment  shall be made in cash or  equivalent  amount  of Parent
          common stock valued at the Ending Lockup Price, as Parent shall elect.
          "Lockup  Period" shall mean the period not less than six nor more than
          12 months following the IPO during which Executive shall,  pursuant to
          the  Stockholders  Agreement,  refrain from selling any Parent  common
          stock.  "IPO Price" shall mean the price at which Parent  common stock
          shall  first be  offered to the public  pursuant  to the IPO.  "Ending
          Lockup Price" shall mean the mean of the closing  prices of the Parent
          common stock on each of the last 20 trading days of the Lockup Period,
          as reported in The Wall Street Journal.  "Investors  Sale  Percentage"
          shall mean the quotient obtained by dividing (X) the excess of (I) the
          sum of the number of shares of Parent  common stock held,  or issuable
          upon exercise of securities convertible into or exercisable for Parent
          common  stock  held,   by  the   Investors   immediately   before  the
          effectiveness of the  registration  statement filed in connection with
          the IPO (such sum, the "Investor Pre-IPO Number") over (II) the sum of
          the number of shares of Parent  common  stock held,  or issuable  upon
          exercise of  securities  convertible  into or  exercisable  for Parent
          common stock held by the Investors, immediately following consummation
          of the IPO (an underwritten  IPO shall be deemed  consummated for this
          purpose  on   delivery   for  sale  of  offered   securities   to  the
          underwriters,  and, if the underwriters have an overallotment  option,
          the IPO  shall be  deemed  consummated  only  upon its  expiration  or
          delivery of  securities  for sale to the  underwriters  upon  exercise
          thereof) by (Y) the Investor Pre-IPO Number.

                    e. Holdings will pay premiums on Executive's  life insurance
               policy in effect as of the date of this  Agreement,  which policy
               Executive shall continue to own.

                    f. Executive and an individual  specified by Executive shall
               be given a full lifetime  membership in each club that is now, or
               at any time during the  Employment  Term shall be,  100%-owned by
               Holdings or any person controlling, controlled by or under common
               control with Holdings (an  "affiliate"),  and Holdings shall pay,
               waive,  or cause to be paid or waived any  initiation fee or dues
               payable  during  the  Employment   Term   associated   with  such
               membership.  Insofar as contractually permitted, Executive and an
               individual  specified by Executive shall be given a full lifetime
               membership in each club in which Holdings or any affiliate  shall
               have an ownership interest,  and Holdings shall waive or cause to
               be  waived  any   initiation  fee  or  dues  payable  during  the
               Employment Term associated with such membership.

                    g.  Holdings  shall cause to be conveyed  to  Executive  one
               single-family lot  (approximately  1/2 acre) that Executive shall
               select from the Northstar  Resort in  development  parcel O or an
               approximately  two-acre lot identified on Exhibit B, as Executive
               shall elect,  subject to the next sentence.  If only one, but not
               both,  of such  development  parcels  shall have been  subdivided
               before October 31, 2002, then Holdings shall cause to be conveyed
               to  Executive  the  lot  identified  in  the  preceding  sentence
               included  in the  development  parcel  that so  shall  have  been
               subdivided.   If  neither  development  parcel  shall  have  been
               subdivided  by such date,  or, before such date,  either  Company
               shall  terminate  the  Employment  Term  pursuant to Section 3.b,
               clause iii, iv, or v,  Holdings  shall  instead pay to Executive,
               within 30 days  thereafter,  an amount  equal to the fair  market
               value of the lot that  would  have had the  greater  fair  market
               value,  if both  development  parcels had been  subdivided on the
               date  triggering  operation of this  sentence.  If the Employment
               Term  shall  terminate  pursuant  to  Section  3.b.i.,  the  term
               "Executive"  shall refer to  Executive's  estate for  purposes of
               this Section 4.g.

                    h. Company  shall  reimburse  Executive for  reasonable  and
               necessary  business  expenses in accordance  with such  Company's
               policies  and upon  presentation  of  appropriate  documentation.
               Holdings  shall  reimburse  Executive  for the cost of reasonable
               accommodations at non-company owned facilities during Executive's
               business trips to the Northstar  Resort. If Company shall require
               Executive to relocate,  Company and Executive  shall agree upon a
               reasonable relocation package to be provided to Executive.  It is
               expected  that  Executive  will  relocate to Northstar  within 30
               months from the date of execution hereof.
<PAGE>

     5.  Confidentiality; Noncompetition.

         a.  Executive shall regard and preserve as confidential all proprietary
     or confidential information of Company or any business concern controlling,
     controlled  by, or under  common  control  with Company or of any East West
     Entity  (as such term is defined in  Section  5(h)  hereof)  (collectively,
     "Companies")  that has been or may be developed or obtained by or disclosed
     to   Executive   by  reason  of   Executive's   employment   ("Confidential
     Information")  with  any of the  Companies.  Executive  shall  not  use for
     Executive's own benefit or purpose, or the benefit or purpose of any person
     other  than the  Companies,  or  disclose  to  others,  either  during  the
     Employment Term or at any time thereafter, except as required in the course
     of  Executive's  employment  with any of the  Companies,  any  Confidential
     Information. Confidential Information shall include, but not be limited to,
     all nonpublic information of any of the Companies relating to its business,
     including all vendor or customer lists, financial  information,  methods of
     operation,  business  plans,  marketing  plans,  strategies,  or forecasts,
     proprietary  software or other  technology,  and terms of  contracts.  This
     subsection a. shall not prevent  Executive from performing his duties under
     the  Consulting  Agreement  referred to in Section 5.h, so long as both the
     Employment  Term and such  Consulting  Agreement shall remain in effect and
     Executive's use or disclosure of Confidential Information in performing his
     duties under the Consulting  Agreement  shall be limited to that reasonably
     required for such purpose.  This Section 5.a shall not apply to information
     that  becomes  public  other  than  through a breach of this  Agreement  by
     Executive; to information that Executive obtained non-confidentially before
     commencement  of the Employment  Term; or to any disclosure  that Executive
     shall be required by law to make.

         b.   Executive  covenants  and agrees that (i) for so long as Executive
     shall be employed by any of the Companies (the "Period of Employment")  and
     (ii) if the Executive's  employment  shall have been terminated  during the
     Employment Term (x) by either Company for cause, (y) by Executive in breach
     of this  Agreement,  or (z) pursuant to clause iii.,  iv., or v. of Section
     3.b, and, in the case of this subclause (z), Company shall be in compliance
     with clause iii of Section 3.c, then for one year after termination of such
     employment,  Executive  shall not,  directly or  indirectly,  as principal,
     partner,   agent,  employee,   independent  contractor,   stockholder,   or
     otherwise,  anywhere in the United  States or Canada,  engage or attempt to
     engage in any ski resort  business or ski resort  real  estate  development
     business or within 50 miles of Lake Tahoe any business activity of the kind
     being  conducted or planned to be conducted  by any of the  Companies.  (To
     avoid any doubt,  during such one-year  period,  Executive shall not in any
     such capacity  engage or attempt to engage in any such business or business
     activity  within  any  such  geographic  area,  notwithstanding  that  such
     business or business  activity is owned or operated or  otherwise  involves
     any East West Entity.) The foregoing shall not prohibit Executive, together
     with Executive's spouse and children, from owning beneficially any publicly
     traded security,  so long as the beneficial  ownership by all of them, when
     combined with the beneficial  ownership of such publicly traded security of
     any person (as the term is used in Section 13(d) of the Securities Exchange
     Act of 1934) of which any of them is a member,  shall  constitute less than
     5% of the class of such  publicly  traded  security.  Notwithstanding  this
     Section 5.b, Executive may commence seeking other employment if Company, at
     least 90 days before the end of the Employment Term, shall not have offered
     to  Executive in writing to continue to employ  Executive  for at least two
     years,  on terms no less favorable to Executive than those existing at such
     time.
<PAGE>

         c.   Executive   covenants  and  agrees  that,  during  the  Period  of
     Employment, and for two years thereafter,  Executive shall not, directly or
     indirectly,  solicit any officer or management level employee of any of the
     Companies  to leave  such  employment  or to  engage in any  activity  that
     Executive would be prevented from engaging in under this Section 5.

         d.   Executive   covenants  and  agrees  that,  during  the  Period  of
     Employment and, for any subsequent period during which Section 5.b shall be
     in effect,  Executive shall not,  directly or indirectly,  seek to persuade
     any  vendor,  customer,  or other  person  doing  business  with any of the
     Companies to cease, reduce, or not increase such business.

         e.  Executive   covenants  and  agrees  that,  during  the  Period  of
     Employment, and for one year thereafter,  Executive shall not disparage any
     of the  Companies or any of the personnel of any of the Companies or reveal
     any  information  that might  impair the  reputation  or goodwill of any of
     them,  except  that this  Section  5.e shall not  prohibit  Executive  from
     enforcing his rights hereunder.

         f.  Executive recognizes that the foregoing  limitations are reasonable
     and properly  required for the adequate  protection  of the business of the
     Companies and that in the event that any  territorial or time limitation is
     deemed  in  arbitration  or  by a  court  with  proper  jurisdiction  to be
     unreasonable,  Executive agrees to request, and to submit to, the reduction
     of said  territorial or time  limitation to such an area or period as shall
     be deemed  reasonable by such court.  If Executive  shall breach any of the
     foregoing covenants, then the time limitation thereof shall be extended for
     a period of time during which such breach shall occur. The existence of any
     claim or cause of action by Executive against any of the Companies, if any,
     whether predicated upon this Agreement or otherwise, shall not constitute a
     defense to the  enforcement of the foregoing  covenants.  Executive  agrees
     that a remedy at law for any breach or proposed or attempted  breach of any
     of the  provisions  of this  Section  5 shall  be  inadequate  and that the
     Companies  shall be entitled  to  injunctive  relief  with  respect to such
     breach or proposed or attempted  breach, in addition to any other remedy it
     might have.

         g.  Executive  agrees that the provisions of this Section 5 shall inure
     to the benefit of and be  enforceable by any person with whom or into which
     either Company shall merge or consolidate,  regardless whether such Company
     shall be the survivor of such  transaction,  or to any person acquiring all
     or substantially all of either Company's assets or business.

         h.  Notwithstanding  the foregoing  provisions of Section 5, Executive
     shall continue to perform consulting services,  as an employee on loan from
     Parent, to Morita Investments International B.V. ("MINT"),  pursuant to the
     Consulting  Agreement  dated December 15, 1999 between MINT and CRBC,  LLC,
     which,  except  for  Article  6, has been  assigned  to Parent  (the  "MINT
     Agreement"). If Executive shall be employed by either Company as of the end
     of fiscal year in which Parent shall receive monetary compensation pursuant
     to section 7 of such Consulting Agreement,  Executive shall receive a bonus
     for such  fiscal  year equal to the  percentage,  of the amount that Parent
     shall have so received,  that is set forth below  opposite  the  compounded
     annual  growth rate of Company's  Enterprise  Value since  October 31, 1999
     through the end of such fiscal year ("CAGR").

<PAGE>

                                                              Bonus percentage
                  If CAGR is                                  shall be_________
                  ----------                                  ----------------
                  <5%                                                5%
                  >5%, <10%                                         10%
                       -
                  >10%,<15%                                         17.5%
                       -
                  >15%                                              25%

Enterprise  Value as of the end of a fiscal  year shall mean any excess of Asset
Value over  Consolidated  Debt. Asset Value as of the end of a fiscal year shall
mean the sum of (i) the product  obtained by multiplying  EBITDA for such fiscal
year (including  revenue from timber sales,  but excluding any amounts  received
under the MINT  Agreement  and sales of real  estate or other  one-time  revenue
items) as determined  from Parent's  audited  income  statement for such year by
7.5, plus, as of the end of such fiscal year, (ii) the fair market value of real
property  available for  development,  owned by Parent or any  subsidiary,  plus
(iii) the fair market value of Parent's  interest in, and of the interest of any
Parent  affiliate  in, the East West joint  ventures  (which,  for this  purpose
includes any  transaction  between Parent or any Parent  affiliate and East West
Partners, Inc. or any affiliate thereof), including East West Resort Development
V, L.P.,  L.L.P.  (collectively,  an "East West  Entity"),  and any other  joint
venture or transaction as to which Executive has, at either  Company's  request,
provided  material  assistance in negotiating or overseeing.  Consolidated  Debt
shall mean the mean of the monthly balances,  as recorded on the books of Parent
or its subsidiaries in accordance with GAAP, during such fiscal year of debt for
borrowed  money,  including  short-term  debt for  money  borrowed,  capitalized
leases,  and  redeemable  preferred  stock,  but excluding the Investor Notes or
accruals thereon.

         i.   Notwithstanding   Section  6,  any  dispute  over  any  accounting
     determination shall be resolved  conclusively by Parent's regularly engaged
     independent  auditors,   applying  GAAP  consistently  with  Parent's  past
     practices,  and, if either Company and Executive  shall disagree  regarding
     fair market value of real  property or any interest  referred to in Section
     5.h, clause (iii), a conclusive determination shall be made by an appraisal
     firm selected by an accounting firm selected by lot from among those of the
     five largest United States accounting firms that shall have had no material
     relationship  with  Parent,  any  affiliate,  Executive,  or any  member of
     Executive's  family.  Any  determination  of the fair  market  value of any
     interest referred to in Section 5.h, clause (iii) shall be made without any
     minority  discount.  The fees and expenses of such independent  auditors or
     appraisal  firm shall be borne by Parent.  If the disputed  item shall have
     been  previously  determined  under  Company's  employment  agreement  with
     Elizabeth J. Cole or Deferred  Compensation  Agreement with Timothy H. Beck
     or Brian J. Pope, and Company shall have offered  Executive the opportunity
     fully to participate in the resolution  thereof,  such determination  shall
     bind Company and Executive hereunder.

     6. Disputes. The parties shall promptly submit any dispute or claim arising
out of or in  respect  to this  Agreement  to  binding  arbitration  before  one
arbitrator ("Arbitrator").  The parties agree that, except as otherwise provided
in Section 5.i and Section 6.e, respecting  temporary or preliminary  injunctive
relief,  binding  arbitration  shall be the sole  means  of  resolving  any such
dispute  or  claim.  The  laws of the  State  of  Colorado  shall  apply  to any
arbitration hereunder and shall govern this Agreement.
<PAGE>

         a.  The Arbitrator shall be an active member of the bar in the state in
     which the arbitration shall occur,  specializing for at least fifteen years
     in corporate and business law. The American  Arbitration  Association shall
     select the Arbitrator,  upon the request of either side,  within 30 days of
     request. The arbitration shall be held in the state in which employee shall
     be or shall have been most recently employed by Company, in accordance with
     the  then-current  provisions  of the  rules  of the  American  Arbitration
     Association, except as otherwise provided herein.

         b.  In the  Arbitrator's  discretion,  any party  shall have  rights to
     discovery to the same extent as would be provided  under the Federal  Rules
     of Civil Procedure, and the Federal Rules of Evidence. The Arbitrator shall
     disallow any claim of fraud, unless alleged with  particularity,  and shall
     make no award  respecting  any  fraud  claim,  unless  proved  by clear and
     convincing  evidence.  No party shall seek,  and neither the Arbitrator nor
     any court shall award,  punitive or other exemplary damages  respecting any
     dispute under this Agreement.

         c.  The  Arbitrator  may, at his  discretion  and at the expense of the
     parties who will bear the cost of the Arbitration, employ experts to assist
     him in his determinations.  The costs of the Arbitration proceeding and any
     proceeding  in court to confirm or to vacate  any  arbitration  award or to
     obtain  temporary or preliminary  injunctive  relief as provided in Section
     6.e, as applicable,  shall be borne by the unsuccessful  party and shall be
     awarded as part of the Arbitrator's  decision,  unless the Arbitrator shall
     otherwise allocate such costs, for the reasons set forth, in such decision.

         d.  Any  judgment  upon any award  rendered  by the  Arbitrator  may be
     entered in and enforced by any court of competent jurisdiction. The parties
     expressly  consent to the jurisdiction of the courts (Federal and state) in
     Colorado  to  enforce  any  award  of  the  Arbitrator  or  to  render  any
     provisional  or  injunctive  relief  in  connection  with  or in aid of the
     Arbitration.  The parties  expressly  consent to the  personal  and subject
     matter  jurisdiction  of the Arbitrator to arbitrate any and all matters to
     be submitted to  arbitration  hereunder.  None of the parties  hereto shall
     challenge any arbitration hereunder on the grounds that any party necessary
     to such arbitration  (including,  without  limitation,  the parties hereto)
     shall have been absent  from such  arbitration  for any reason,  including,
     without  limitation,  that such party  shall  have been the  subject of any
     bankruptcy, reorganization, or insolvency proceeding.

         e.  This  Section 6 shall not prevent  either  Company  from seeking or
     obtaining  temporary or  preliminary  injunctive  relief in a court for any
     breach or  threatened  breach of any  provision  of this  Agreement  or any
     agreement contemplated hereby; provided that the determination whether such
     breach or  threatened  breach shall have  occurred and the remedy  therefor
     (other than with respect to such preliminary or temporary  relief) shall be
     made by arbitration pursuant to this Section 6.

         f.  The parties shall indemnify the Arbitrator and any experts employed
     by the  Arbitrator  and hold them  harmless  from and  against any claim or
     demand arising out of any arbitration under this Agreement or any agreement
     contemplated  hereby,  unless resulting from the willful  misconduct of the
     person   indemnified.

          g. This  arbitration  clause  shall  survive the  termination  of this
     Agreement.  ALL  PARTIES  WAIVE  TRIAL BY JURY WITH  RESPECT TO ANY DISPUTE
     ARISING UNDER THIS AGREEMENT.

     7.       Miscellaneous Provisions.

         a.   This  Agreement  sets  forth  Company's  and  Executive's   entire
     agreement with respect to the subject matter hereof,  superseding all prior
     or  contemporaneous  agreements,   understandings,   or  discussions.  This
     Agreement  may be  amended,  and any  provision  hereof  may be  waived  or
     otherwise modified, only by a writing signed by Company and Executive. This
     agreement  shall be  governed  by the  laws of  Colorado,  applicable  to a
     contract wholly negotiated, signed, and performed in Colorado.

         b.  All notices given in connection  with this  Agreement,  shall be in
     writing and delivered personally or be sent by registered mail or certified
     mail, postage prepaid, return receipt requested, addressed as follows:


                  If to either Company to:

                  Elizabeth J. Cole
                  1000 S. Frontage Road West, Suite 100
                  Vail, CO  81657
                  Telephone:  (970) 476-4030
                  Telecopier: (970) 479-0291

                  with copies to:

                  Michael D. Beck
                  Loeb & Loeb LLP
                  345 Park Avenue
                  New York NY  10154-0037
                  Telephone:  212-407-4920
                  Telecopier: 212-407-4990

                  and

                  John Hancock Life Insurance Company
                  200 Clarendon Street
                  Boston, Massachusetts  02117
                  Attention:  Bond and Corporate Finance
                              Department T-57
                  Telecopy No.:  (617) 572-5068

                  and


<PAGE>


                  CIBC World Markets Corp.
                  425 Lexington Avenue, 3rd floor
                  New York, New York 10017
                  Attention: Jay Bloom
                  Telecopy No.:  (212) 885-4934

                  and

                  Steven Flyer
                  c/o CIBC World Markets Corp.
                  425 Lexington Avenue, 3rd floor
                  New York, New York 10017
                  Telecopy No.:  (212) 885-4946



                  If to Executive:

                  Christopher P. Ryman
                  P.O. Box 2413
                  Vail, CO 81658
                  Telephone:  (970) 926--2874
                  Telecopier: (970) 926--5567

                  with a copy to:

                  James F. Wood, Esq.
                  Sherman & Howard L.L.C.
                  633 Seventeenth Street
                  Denver CO  80202
                  Telephone:  303-297-2900
                  Telecopier: 303-298-0940

Either  party may  change  the  address  for  notice to such  party by notice in
writing  to the  other  party as  provided  above.

         c.  Company will indemnify Executive to the maximum extent permitted by
     ss.145 of the Delaware  Corporation  Laws.  The foregoing  obligation  will
     survive  termination  of this  Agreement.  Company shall at all times carry
     Directors and Officers liability  insurance in at least the amounts carried
     as of the date of execution of this Agreement.

         d.   Company  shall pay the  reasonable  attorneys'  fees and  expenses
     incurred by Executive  respecting the  negotiation  and preparation of this
     Agreement.



<PAGE>



         IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Employment
Agreement on January 22, 2002, as of the date first above written.


BOOTH CREEK SKI HOLDINGS, INC.


By:   / s / Elizabeth J. Cole                        / s / Christopher P. Ryman
      -----------------------                        --------------------------
      Elizabeth J. Cole, Executive Vice President    Christopher P. Ryman


BOOTH CREEK SKI GROUP, INC.



By:/ s / Eizabeth J. Cole_____________________
----------------------------------------------
         Elizabeth J. Cole, Executive Vice President