Exhibit 4.7



   Form of Stockholders Agreement dated January 22, 2002 among Christopher P.
  Ryman, 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 Booth Creek Ski Group,
                                      Inc.

<PAGE>




                             STOCKHOLDERS AGREEMENT

         STOCKHOLDERS AGREEMENT, dated as of January 22, 2002, between Elizabeth
J. Cole,  Christopher  P. Ryman,  Timothy H. Beck,  and Brian J. Pope (each,  an
"Executive"), John Hancock Life Insurance Company ("Hancock"), Hancock Mezzanine
Partners  L.P.  ("HMP"),  CIBC  WG  Argosy  Merchant  Fund 2,  L.L.C.  ("CIBC"),
Co-Investment  Merchant Fund, LLC ("CIMF";  each of Hancock, HMP, CIBC and CIMF,
an  "Investor")  and Booth Creek Ski Group,  Inc., a Delaware  corporation  (the
"Company").

         The parties agree as follows:

         1.  Definitions.  Capitalized terms not otherwise defined herein shall
have the  respective  meanings  given them in the Second  Amended  and  Restated
Stockholders  Agreement dated May 28, 2000, between Investors,  Company, and the
other parties thereto (the "Restated Agreement").

         2.  Right of Co-Sale.

             (a) Except as otherwise provided in section 2(e), if any Investor
          or  Affiliate  (as the term is  defined  in  Securities  and  Exchange
          Commission  regulations)  of an Investor shall propose to Transfer any
          Equity  Securities  (each a "Section 2 Seller"),  then, as a condition
          precedent  thereto,  such  Section  2  Seller  shall  afford  to  each
          Executive (or such Executive's  legal  representative  or successor by
          will or  inheritance)  the right to  participate  in such  Transfer in
          accordance with this section 2.

             (b) Each  Section 2 Seller  shall  give  written  notice to each
          Executive  (a "Section 2 Transfer  Notice")  not less than 35 nor more
          than 45 days prior to any proposed Transfer of any Equity  Securities.
          Each such Section 2 Transfer Notice shall:

              (i)   specify (A) the number and kind of Equity  Securities  which
                    the Section 2 Seller proposes to Transfer,  (B) the identity
                    of the proposed  Transferee  or  Transferees  of such Equity
                    Securities and (C) the time within which,  the price and all
                    other terms and  conditions  upon which the Section 2 Seller
                    proposes to Transfer such Equity Securities;

              (ii)  make explicit reference to this section 2 and state that the
                    right of each  Executive  to  participate  in such  Transfer
                    under this section 2 shall expire unless exercised within 10
                    days after receipt of such Section 2 Transfer Notice; and

              (iii) contain an irrevocable offer by the Section 2 Seller to each
                    Executive  to  participate  in  the  proposed  Transfer,  if
                    consummated, to the extent provided in section 2(c).


             (c) Each  Executive  shall have the right to sell
          to  the  proposed   Transferee  or   Transferees   Equity   Securities
          representing up to that number of the Equity  Securities  beneficially
          owned by such  Executive  that is equal to the Co-Sale  Percentage (as
          hereinafter  defined) (or, if such Executive  shall elect,  any lesser
          number) of the Equity Securities beneficially owned and proposed to be
          Transferred  by the Section 2 Seller in the Transfer  specified in the
          Section 2 Transfer Notice, at the same price and on the same terms and
          conditions as are applicable to the Equity Securities specified in the
          Section  2  Transfer  Notice.  As  used  herein,   the  term  "Co-Sale
          Percentage"  as  applied  to any  Executive  on any date  shall mean a
          fraction (expressed as a percentage), (A) the numerator of which shall
          be the number of shares of Common  Stock of the  Company  beneficially
          owned and proposed to be Transferred  by such  Executive  (which shall
          not  exceed  the  number  of shares  of  Common  Stock of the  Company
          beneficially owned by such Executive  multiplied by a percentage equal
          to the  percentage  that the Section 2 Seller  proposes to sell of the
          shares  of  Common  Stock  of the  Company  beneficially  owned by the
          Section 2 Seller) and (B) the  denominator  of which shall be the sum,
          as of such date,  of (1) the  number of shares of Common  Stock of the
          Company  beneficially  owned and  proposed to be  Transferred  by such
          Executive and each other  Executive  that shall have timely elected to
          participate in such proposed  Transfer and (2) the number of shares of
          Common  Stock of the  Company  beneficially  owned and  proposed to be
          Transferred by the Section 2 Seller.
<PAGE>

             (d) Each Executive must notify the Section 2 Seller, within 10 days
after receipt of the Section 2 Transfer  Notice,  if such  Executive  desires to
participate  in the  Transfer  specified in the Section 2 Transfer  Notice.  The
failure of any Executive to provide such notice within such 10-day period shall,
for the  purposes of this  section 2, be deemed to  constitute  a waiver by such
Executive of its right to  participate  in such  Transfer.  The Section 2 Seller
will  use  reasonable  efforts  to  obtain  the  agreement  of  the  prospective
Transferee or Transferees to the participation of the Executive in such proposed
Transfer  and will  not  consummate  any  such  proposed  Transfer  unless  each
Executive  electing  to  participate  therein is  permitted  to  participate  in
accordance  with  the  provisions  of this  section  2. No  Executive  shall  be
obligated to sell any Equity Securities  pursuant to this section 2. Any and all
Transfers of Equity Securities by any Executive pursuant to this section 2 shall
be made  either  concurrently  with or prior to the  Transfer  by the  Section 2
Seller and upon identical terms and conditions.

             (e) Notwithstanding  anything to the  contrary  contained  in this
section 2, no  Executive  shall have any rights  pursuant  to this  section 2 to
participate in any of the following Transfers:

              (i)   any Transfer to the public pursuant to an effective
registration statement under the Securities Act;

              (ii)  any  Transfer by an  Investor  to another  Investor or by an
                    Investor to any Affiliate of such Investor that agrees to be
                    bound by this section 2; or

              (iii) any  Transfer  of shares  of  Common  Stock of the  Company
                    resulting from the conversion of shares of a class of Common
                    Stock of the Company to the other  class of Common  Stock of
                    the Company.
<PAGE>

         3.  Offer to Purchase All Shares. If (i) the Investors, whether
individually  or as a group,  receive a Bona Fide Offer to purchase all, but not
less than all, of their Equity Securities in a single transaction or a series of
related transactions,  (ii) the terms and conditions applicable to each Investor
in such Bona Fide Offer are identical in all material  respects,  (iii) the Bona
Fide Offer shall be conditioned  on all  Executives'  Transferring  all of their
Equity  Securities to the person making the Bona Fide Offer on the same terms as
shall be applicable to each Investor, and (iv) the Investors elect in writing to
accept such Bona Fide Offer and to consummate the sale of the Equity  Securities
contemplated   therein,   then  each  Executive  (or  such   Executive's   legal
representative  or successor by will or  inheritance)  shall be required to sell
all of such Executive's  Equity Securities  pursuant to such Bona Fide Offer and
to cooperate  in good faith with the  Investors in  consummating  such  sale(s);
provided,  however,  that any sale  made  pursuant  to this  section  3 shall be
consummated  within one hundred  eighty  (180) days after the Bona Fide Offer is
received;  and  provided,  further,  that no  Executive  shall  be  required  to
consummate any such sale unless the Investors concurrently  consummate such Bona
Fide Offer.  (For purposes  hereof,  the term "Owner" in the  definition of Bona
Fide Offer in the Restated Agreement shall mean "Investor" as defined herein.)

         4.  Registration Rights. If any Investor shall propose to sell
Registrable  Shares,  as defined in a Second  Amended  and  Restated  Securities
Purchase  Agreement dated May 28, 2000 between Investors and Company  ("Purchase
Agreement"),  in a public  offering  ("Offering")  pursuant to Section 11 of the
Purchase Agreement,  other than an initial public offering ("IPO") or the lockup
period  referred  to in the last  sentence,  such  Investor  shall  permit  each
Executive  (or such  Executive's  legal  representative  or successor by will or
inheritance) to sell in the Offering,  instead of shares that the Investor would
have been  permitted to sell, but for operation of this  provision,  a number of
shares of Class A Common  Stock  bearing  the same ratio to the total  number of
shares of Class A Common  Stock  owned of record by such  Executive  immediately
before the effectiveness of the registration  statement for the Offering, as the
number of  Registrable  Shares that such Investor  would have been  permitted to
sell,  but for  operation of this  provision,  shall bear to the total number of
Registrable Shares beneficially owned by such Investor as of such date. Promptly
after it is first  proposed  that such  Investor's  Registrable  Shares  will be
included in the Offering,  Company shall notify each  Executive of the amount of
Class A Common Stock that such Executive  would be able to sell in the Offering,
based on information  available as of the  immediately  preceding date, and each
Executive  shall  promptly  thereafter  notify  Company and such Investor of the
number  of shares of Class A Common  Stock to be sold by such  Executive  in the
Offering.  If the  number  of such  Investor's  Registrable  Shares  that may be
allowed to be sold in the Offering  shall  change for any reason  (other than on
account of the operation of this provision),  Company shall promptly notify each
Executive of any  resulting  change in the number of shares of such  Executive's
Class A Common Stock that can be sold in the Offering,  and such Executive shall
promptly notify the Company and such Investor of the number of shares of Class A
Common Stock that Executive shall sell in the Offering, in light of such change.
Each  Executive's  rights  under  this  section  shall  be  conditioned  on such
Executive's   complying  with  requirements   applicable  to  such  Investor  in
connection  with the Offering,  including  signing any  underwriting  agreement,
indemnification  agreement,  or  underwriters  lockup  agreement,  and supplying
information,  and to all  provisions  of  Section 11 of the  Purchase  Agreement
relating  to or  limiting  such  Investor's  right  to have  Registrable  Shares
registered for sale or to sell Registrable  Shares in the Offering and Company's
obligations in respect thereof. In connection with an IPO, each Executive agrees
to sign a customary  underwriters  lockup  expiring not sooner than six or later
than 12 months after the date of  effectiveness  of the  registration  statement
filed in connection with such IPO.
<PAGE>

         5.  Legends.  So long as any Equity  Securities  are subject to the
provisions ofthis Agreement,  all certificates or instruments  representing such
Equity Securities shall bear a legend in substantially the following form:

         "The  securities  represented  hereby  are  subject  to the  terms of a
         Stockholders  Agreement,  dated as of May 1, 2000, by and between Booth
         Creek Ski Group, Inc. (the "Company") and certain other persons. A copy
         of such  agreement is on file at the  Company's  principal  office and,
         upon written  request to the  Company,  a copy thereof will be provided
         without charge to appropriately interested persons."

         Each Executive  agrees that any certificate or instrument  representing
such  Executive's  Equity  Securities  shall  also bear  appropriate  legends to
reflect the existence of any other  restriction to which such Equity  Securities
shall  be  subject,   provided  that  the  Company  shall  issue  a  replacement
certificate or other instrument not bearing such legend with respect to any such
Equity  Securities at such time as any such  restriction  shall  terminate  with
respect thereto.

         6.  Termination of this Agreement. This Agreement shall terminate and
shall be of no force or  effect  upon the  consummation  of a  Qualified  Public
Offering.

         7.  Notices. All communications provided for herein shall be delivered,
mailed or sent by facsimile  transmission  to the any Investor or Company at the
address and/or to the telecopy number of such party as is specified on Exhibit A
or to any  Executive as is reflected  in Company's  payroll  records (or, in the
case of any Person who shall become party hereto after the date hereof,  at such
address  and/or to such telecopy  number as shall have been specified to each of
the other  parties  hereto at the time such other Person shall become a party to
this  Agreement).  The address and/or telecopy number of any party hereto may be
changed by such party to such other address and/or  telecopy  number as shall be
furnished  in  writing  by such  party to each of the  other  parties  hereto in
accordance with the provisions of this section.  Any communication  provided for
herein shall become effective only upon and at the time of receipt by the Person
to whom it is given.

         8.  Waivers and  Amendments.  This Agreement may be amended, modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties.

         9.  Successors and Assigns; Specific Performance.  This Agreement shall
bind and inure to the benefit of and be  enforceable  by the parties  hereto and
their respective assigns,  executors,  heirs and successors.  The parties hereto
stipulate  that the  remedies  at law of any  party  hereto  in the event of any
default or threatened default by any other party hereto in the performance of or
compliance  with the terms hereof are not and will not be adequate and that,  to
the fullest extent permitted by law, such terms may be specifically  enforced by
a decree for the specific performance thereof,  whether by an injunction against
violation thereof or otherwise.
<PAGE>

         10. Governing Law; Jurisdiction;  Waiver of Jury Trial. This Agreement,
including  the  validity  hereof and the rights and  obligations  of the parties
hereunder,  and all  amendments  and  supplements  hereof  and all  waivers  and
consents  hereunder,  shall be construed in accordance  with and governed by-the
domestic  substantive laws of The  Commonwealth of Massachusetts  without giving
effect to any choice of law or  conflicts  of law  provision  or rule that would
cause  the   application  of  the  domestic   substantive   laws  of  any  other
jurisdiction.  Each of the parties hereto, to the extent that it may lawfully do
so, hereby consents to service of process,  and to be sued, in The  Commonwealth
of  Massachusetts  and  consents  to  the  jurisdiction  of  the  courts  of The
Commonwealth  of  Massachusetts  and the United  States  District  Court for the
District of Massachusetts, as well as to the jurisdiction of all courts to which
an appeal may be taken from such courts,  for the purpose of any suit, action or
other proceeding arising out of any of its obligations hereunder or with respect
to the  transactions  contemplated  hereby,  and  expressly  waives  any and all
objections  it may  have as to venue in any  such  courts.  Each of the  parties
hereto  further  agrees that a summons  and  complaint  commencing  an action or
proceeding  in any of such  courts  shall be  properly  served and shall  confer
personal  jurisdiction if served personally or by certified mail (return receipt
requested) in accordance with the Notices section or as otherwise provided under
the laws of The Commonwealth of  Massachusetts.  Notwithstanding  the foregoing,
each of the parties  hereto agrees that nothing  contained in this section shall
preclude the  institution  of any such suit,  action or other  proceeding in any
jurisdiction  other than The Commonwealth of Massachusetts.  EACH OF THE PARTIES
HERETO  IRREVOCABLY  WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT,  ACTION OR
OTHER  PROCEEDING  INSTITUTED  BY OR  AGAINST  SUCH  PARTY  IN  RESPECT  OF  ITS
OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         11. Miscellaneous. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.  This
Agreement  embodies the entire  agreement  and  understanding  among the parties
hereto and supersedes all prior  agreements and  understandings  relating to the
subject matter hereof. Each covenant contained herein shall be construed (absent
an  express  provision  to the  contrary)  as being  independent  of each  other
covenant  contained  herein,  so that compliance with any one covenant shall not
(absent such an express contrary  provision) be deemed to excuse compliance with
any other  covenant.  If any  provision in this  Agreement  refers to any action
taken or to be taken by any  Person  (or which such  Person is  prohibited  from
taking),  such  provision  shall be  applicable,  whether  such  action is taken
directly or  indirectly by such Person,  whether or not  expressly  specified in
such  provision.  In case any  provision  in this  Agreement  shall be  invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining  provisions  hereof and  thereof  shall not in any way be  affected or
impaired  thereby.  This Agreement may be executed in any number of counterparts
and by the parties  hereto on separate  counterparts  but all such  counterparts
shall  together  constitute  but  one  and  the  same  instrument.  Each  of the
Executives  shall vote such Executive's  Equity  Securities in the same way that
Owners are required to vote their Equity Securities pursuant to Section 5 of the
Restated   Agreement.   None  of  the  Executive's   Equity  Securities  may  be
transferred, unless the proposed transferee shall agree to be bound by Section 3
and the immediately preceding sentence with respect to such Equity Securities.

            [The remainder of this page is left blank intentionally.]




<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                    JOHN HANCOCK LIFE INSURANCE
                                    COMPANY  (formerly known as
                                    John  Hancock  Mutual  Life
                                    Insurance Company)



________________________            By:  ______________________________________
Elizabeth J. Cole                                                        (Title)

                                    CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.

________________________            By:  ______________________________________
Christopher P. Ryman                                                     (Title)


________________________            HANCOCK MEZZANINE PARTNERS, L.P.
Timothy H. Beck


________________________            By: Hancock Mezzanine Investments LLC,
Brian Pope                              its general partner

                                       By: John Hancock Life Insurance Company
                                           (formerly known as John Hancock
                                           Mutual Life Insurance Company), its
                                           investment manager

                                    ____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

<PAGE>

                                    CO-INVESTMENT MERCHANT FUND, LLC



                                    By__________________________________________


                                    BOOTH CREEK SKI GROUP, INC.

                                    By__________________________________________



The undersigned consents to the foregoing agreement:

BOOTH CREEK PARTNERS LIMITED II, L.L.L.P



By:________________________________
          General Partner


<PAGE>

                                Exhibit A

                          Addresses for Notices

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

with a copy (which shall
not constitute notice) to:           Choate, Hall & Stewart
                                     Exchange Place
                                     53 State Street
                                     Boston, Massachusetts  02109
                                     Attention: Frank B.  Porter, Jr., Esq.
                                     Telecopy No.:  (617) 248-4000

If to CIBC:                          CIBC WG Argosy Merchant Fund 2, L.L.C.
                                     425 Lexington Avenue, 3rd floor
                                     New York, New York 10017
                                     Attention: Jay Bloom
                                     Telecopy No.:  (212) 885-4934

with a copy (which shall
not constitute notice) to:           Steven Flyer
                                     c/o CIBC World Markets Corp.
                                     425 Lexington Avenue, 3rd floor
                                     New York, New York 10017
                                     Telecopy No.:  (212) 885-4946
                                           and
                                     Roger Meltzer, Esq.
                                     Cahill Gordon & Reindel
                                     80 Pine Street
                                     New York, New York 10005
                                     Telecopy No.:  (212) 269-5420


If to HMP:                           c/o John Hancock Life Insurance Company
                                     John Hancock Place
                                     200 Clarendon Street
                                     Boston, MA  02117
                                     Attn:   Manager
                                             Investment Accounting Division, B-3
<PAGE>

with a copy (which shall
not constitute notice) to:           Choate, Hall & Stewart
                                     Exchange Place
                                     53 State Street
                                     Boston, Massachusetts  02109
                                     Attention: Frank B.  Porter, Jr., Esq.
                                     Telecopy No.:  (617) 248-4000


If to CIMF:                          Co-Investment Merchant Fund, LLC
                                     425 Lexington Avenue, 3rd Floor
                                     New York, New York 10017
                                     Telecopy No.:  (212) 885-4934
                                     Attention:  Jay Bloom

with a copy (which shall
not constitute notice) to:           Steven Flyer
                                     c/o Co-Investment Merchant Fund, LLC
                                     425 Lexington Avenue, 3rd Floor
                                     New York, New York 10017
                                     Telecopy No.:  (212) 885-4946

If to the Company:                   Booth Creek Ski Group, Inc.
                                     1000 South Frontage Road, Suite 100
                                     Vail, Colorado  81657
                                     Attention:  Elizabeth J. Cole
                                     Telecopy No.:  (970) 479-0291

with a copies (which shall
not constitute notice) to:           Booth Creek Ski Group, Inc.
                                     9705 Highway 267, Suite 2
                                     Truckee, CA 96161
                                     Attention: Brian J. Pope
                                     Telecopy No.:  (530) 550-5118

                                     and

                                     Loeb & Loeb LLP
                                     345 Park Avenue
                                     New York, New York 10154
                                     Attention:  Michael D. Beck, Esq.
                                     Telecopy No.:  (212) 407-4990
<PAGE>