Exhibit 10.28



    Amended and Restated Employment Agreement by and between Booth Creek Ski
        Group, Inc., Booth Creek Ski Holdings, Inc. and Elizabeth J. Cole

<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
Elizabeth J. Cole ("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 Executive Vice
     President and Chief Financial  Officer.  Executive shall be responsible for
     Company's  strategic  planning,  financial,  and accounting  operations and
     perform such particular or additional  duties,  consistent with her office,
     as may be  assigned  by  Company's  president  ("president"),  to whom  the
     Executive shall directly report, or board of directors ("board"). Executive
     shall  render her services  faithfully  and to the best of her ability and,
     subject to Section 5.h,  devote her full business time and attention to the
     services to be rendered by her 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 her  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  president  or  Company  policy,  not  cured,  within a
               reasonable  time of notice  from the board or  president;  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 her  estate of an amount
               equal to any unpaid expense  reimbursement  and unpaid salary for
               the  month in which  her  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.
<PAGE>

          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 Two Hundred Fifty Thousand Dollars ($250,000) per year,
          subject to increase, but not decrease, after the first fiscal year end
          occurring during the Employment Term, as the parties may agree.

               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.
<PAGE>

                    i. If either  Company shall  terminate the  Employment  Term
               pursuant to clause ii of Section 3.b, or Employee shall terminate
               her  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"):

                  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 her  employment  or in  connection  with  either
Company,  or  pursuant  to  clause  (x) of such  Section,  but only  for  events
occurring in the course of her employment or in connection with the Company,  or
pursuant to clause (z) of such  Section or (y)  Executive  both  terminates  her
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,  Christopher  P. Ryman,  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.
<PAGE>

                         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.

                         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.
<PAGE>

                    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.

                    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.
<PAGE>

                    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 her 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 her 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 her 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
          Christopher P. Ryman 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.
<PAGE>

          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.

               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.
<PAGE>

               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:

                  Christopher P. Ryman
                  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
<PAGE>

                  and

                  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:

                  Elizabeth J. Cole
                  2109 Chamonix Lane, East Unit
                  Vail, CO 81657
                  Telephone:  (970) 390-3199
                  Telecopier: (970) 479-9642

                  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 / Christopher P. Ryman                       / s / Elizabeth J. Cole
      --------------------------                       -----------------------
      Christopher P. Ryman, President                  ELIZABETH J. COLE


BOOTH CREEK SKI GROUP, INC.



By:/ s / Christopher P. Ryman
   --------------------------------
     Christopher P. Ryman, President