ESCROW AGREEMENT AND JOINT ESCROW INSTRUCTIONS

                                                  Dated:  As of January 22, 2002
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154-0037
Attention:  Michael D. Beck, Esq.

Dear Sirs:

         Booth Creek Ski Group, Inc., a Delaware corporation (the "Corporation")
and Brian J. Pope (the  "Executive")  hereby appoint Loeb & Loeb LLP, a New York
limited liability partnership ("Escrow Agent" or "you") as escrow agent to hold,
safeguard and disburse the Escrow Shares (as defined in Paragraph 1, below), and
to perform the duties and  procedures  to be performed by it as set forth in and
pursuant  to  the   provisions  of  this  Escrow   Agreement  and  Joint  Escrow
Instructions  (the  "Escrow  Agreement").   Escrow  Agent  hereby  accepts  such
appointment.  You are hereby  authorized  and directed to hold the Escrow Shares
and all  documents  delivered  to you  pursuant  to the  terms  of that  certain
restricted  stock  agreement  (the  "Restricted  Stock  Agreement")  between the
Corporation  and the  Executive,  a copy of which  is  appended  to this  Escrow
Agreement  as  Exhibit  A, and in  accordance  with the  instructions  contained
herein.  Capitalized  terms used herein but not otherwise  defined will have the
meanings ascribed to them in the Restricted Stock Agreement.

         1. In connection  with the grant by the Corporation to the Executive of
the shares of Restricted  Stock as set forth in the Restricted  Stock Agreement,
the Corporation has delivered to you  simultaneously  with its execution hereof,
certificates  representing  the  number of shares  issued or to be issued by the
Corporation  to Executive  pursuant to the  Restricted  Stock  Agreement,  which
certificates  have been duly  executed by officers of the  Corporation,  and the
Executive has delivered to you simultaneously  with his execution hereof,  stock
powers,  duly executed in blank, with respect to such shares.  Executive and the
Corporation hereby irrevocably  authorize and direct you to take custody of such
share  certificates and stock powers, as provided in Section 3 of the Restricted
Stock  Agreement,  and with respect to any additions and  substitutions  to said
shares as set forth therein.  (Shares  issued to Executive  under the Restricted
Stock Agreement and held by you in escrow in accordance herewith are hereinafter
referred to as the "Escrow Shares".)

         2. Executive irrevocably authorizes the Corporation to deposit with you
any and all  certificates  evidencing the Escrow  Shares.  Executive does hereby
irrevocably constitute and appoint you as his attorney-in-fact and agent for the
term of the escrow to execute  with respect to the Escrow  Shares all  documents
necessary or appropriate  to make such Escrow Shares  negotiable and to complete
any transaction herein contemplated.
<PAGE>

         3.  Except  as  otherwise  provided  herein,  none of the  certificates
representing the Escrow Shares deposited with you hereunder shall be released to
the Executive  prior to the  respective  vesting date  therefor.  Subject to the
provisions of this paragraph,  upon the vesting of the Escrow Shares (i.e., when
they are no longer  forfeitable other than for forfeiture due to the termination
of Executive  under  circumstances  described in Section 5(b) of the  Restricted
Stock Agreement) pursuant to Section 5(a) of the Restricted Stock Agreement, you
will release the  certificates  representing  the Escrow  Shares from escrow and
deliver the  certificates to the Executive.  Upon the termination of Executive's
employment  with the  Corporation,  any Escrow  Shares then  remaining in escrow
shall  be  promptly  returned  to the  Corporation  for  cancellation.  For this
purpose,  employment  includes  employment with an affiliate of the Corporation,
and a transfer from the  Corporation to an affiliate or visa versa,  or from one
affiliate to another, is not a termination of employment.

         4. If at the time of  termination of the escrow you should have in your
possession any documents,  securities, or other property belonging to Executive,
you  shall  deliver  all of same to  Executive  and shall be  discharged  of all
further obligations hereunder.

         5. Your duties hereunder may be altered,  amended,  modified or revoked
only by a writing signed by all of the parties hereto.

         6. You shall be obligated  only for the  performance  of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining  from acting on any  instrument  reasonably  believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary to advise you properly in connection with your obligations  hereunder,
you may  rely  upon  the  advice  of such  counsel,  and  may pay  such  counsel
reasonable compensation therefor. The fees of, and the expenses incurred by you,
if any, in connection  with carrying out your duties  hereunder shall be paid by
the  Corporation.  You shall not be personally  liable for any act you may do or
omit to do hereunder as Escrow Agent or as attorney-in-fact  for Executive while
acting in good faith,  and any act done or omitted by you pursuant to the advice
of your own attorneys shall be conclusive evidence of such good faith. Executive
acknowledges  that you act as legal  counsel for the  Corporation  and Executive
agrees  that in the event of a dispute  hereunder,  you may  continue  to act as
legal  counsel  to the  Corporation  in  general  and in  connection  with  this
Agreement.

         7. You are hereby expressly  authorized to disregard any and all orders
or demands  given  unilaterally  by the  Corporation  or the Executive or by any
other person or corporation,  excepting only orders or process of courts of law,
and you are  hereby  expressly  authorized  to  comply  with  and  obey  orders,
judgments or decrees of any such court. In case you obey or comply with any such
order,  judgment or decree, you shall not be liable to any of the parties hereto
or to any other  person,  firm or  corporation  by  reason  of such  compliance,
not-withstanding any such order, judgment or decree being subsequently reversed,
modified,  annulled,  set aside,  vacated or found to have been entered  without
jurisdiction. You shall not be liable in any respect on account of the identity,
authorities  or rights of the parties  executing or  delivering or purporting to
execute or deliver the  Restricted  Stock  Agreement or any  documents or papers
deposited or called for hereunder.  You shall not be liable for relinquishing of
any  rights  under the  Statute  of  Limitations  with  respect  to this  Escrow
Agreement or any documents deposited with you.
<PAGE>

         8. Your  responsibilities  as Escrow Agent hereunder shall terminate if
you resign  after  giving  written  notice  thereof to each party,  or by mutual
agreement in writing of the Corporation  and the Executive.  In the event of any
such termination, the Corporation shall appoint a successor Escrow Agent and you
agree to continue to hold all documents then in your possession pursuant to this
Escrow Agreement until such successor is appointed or in accordance with Section
10 hereof.

         9. If you reasonably require other or further instruments in connection
with this Escrow  Agreement or  obligations  in respect  hereto,  the  necessary
parties hereto shall join in furnishing such instruments.

         10. It is  understood  and agreed that  should any  dispute  arise with
respect to the delivery  and/or  ownership or right of  possession of the Escrow
Shares held by you hereunder,  you are authorized and directed to retain in your
possession  without  liability  to anyone all or any part of said Escrow  Shares
until such disputes shall have been settled  either by mutual written  agreement
of the Corporation and the Executive or by a final order,  decree or judgment of
a court of competent  jurisdiction  after the time for appeal has expired and no
appeal  has  been  perfected,  but you  shall be  under  no duty  whatsoever  to
institute or defend any such proceedings.

         11.  Any  notice  required  or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United States Post Office,  by registered or certified  mail with
postage  and fees  prepaid,  addressed  to each of the other  parties  thereunto
entitled at the following  addresses,  or at such other addresses as a party may
designate  by ten days'  advance  written  notice  to each of the other  parties
hereto.

CORPORATION                    Booth Creek Ski Group, Inc.
                               1000 S. Frontage Road West
                               Suite 100
                               Vail, Colorado  81657
                               Attention:  President and Chief Operating Officer

EXECUTIVE                      with a copy to the Company at the same address,
                               Attention:  General Counsel

                               Brian J. Pope
                               --------------
                               --------------


<PAGE>

                               Loeb & Loeb LLP
ESCROW AGENT:                  345 Park Avenue
                               New York, New York  10154
                               Attn:  Michael D. Beck, Esq.

         12. The parties  hereunder  (other than the Escrow Agent),  jointly and
severally, agree to indemnify,  defend and hold the Escrow Agent, and all of its
partners,   associates,   officers,   directors,  members,  managers  and  other
employees,  harmless  from and  against  any and all  claims,  losses,  damages,
liabilities and expenses,  including reasonable  attorneys' fees (either paid to
retained  attorneys or representing the fair value of legal services rendered by
the Escrow Agent itself),  incurred as a result of the Escrow Agent's acceptance
of appointment as Escrow Agent or its performance  hereunder;  provided any such
performance  by Escrow  Agent is not taken in willful  disregard of the terms of
this Escrow  Agreement or involves  gross  negligence.  The  obligations  of the
parties  hereto to the Escrow  Agent  under this  paragraph  shall  survive  the
termination of this Agreement.

         13.  In the  event  that  for any  reason  the  Escrow  Agent  shall be
uncertain as to its duties or rights hereunder,  or shall receive  instructions,
claims or demands  from any party  hereto  which,  in its opinion or  otherwise,
conflict with any of the provisions of this Agreement, it shall be entitled, but
not obligated,  upon written notice to the parties hereto, to deposit any or all
of the Escrowed Shares, this Escrow Agreement and the Restricted Stock Agreement
(the "Escrowed  Documents") with the Supreme Court of the State of New York, New
York  County  (the  "Court")  in  connection  with an  action  in the  nature of
interpleader. Upon deposit of any or all of the Escrowed Documents in the Court,
Escrow Agent shall be relieved and discharged of all obligations  hereunder with
respect to the Escrowed Documents so deposited with the Court.

         14.  This  Escrow  Agreement  shall be  binding  upon and  inure to the
benefit of the parties  hereto,  and their  respective  successors and permitted
assigns.  This Escrow Agreement may be executed in  counterparts,  each of which
shall be deemed an original  and all of which  together  constitute  one and the
same instrument.

                                                  Very truly yours,

                                                  CORPORATION
                                                  Booth Creek Ski Group, Inc.


                                                  By: / s / Christopher P. Ryman
                                                  ------------------------------
                                                  Name: Christopher P. Ryman
                                                  Title:   President




<PAGE>


                                                  EXECUTIVE:
                                                  / s / Brian J. Pope
                                                  -------------------
                                                  Brian J. Pope

By signing  below in  acceptance  of this Escrow  Agreement,  you become a party
hereto only for the purpose of said  Escrow  Agreement,  but you do not become a
party to the Restricted Stock Agreement.

Accepted and Agreed to:
ESCROW AGENT:
Loeb & Loeb LLP


By:/ s / Michael D. Beck
------------------------
   Michael D. Beck

<PAGE>



                                    Exhibit A

                           Restricted Stock Agreement