Exhibit 10.34


   Severance agreement by and between Booth Creek Ski Group, Inc., Booth Creek
                      Ski Holdings, Inc., and Brian J. Pope

<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.
                           BOOTH CREEK SKI GROUP, INC.
                      1000 S. Frontage Road West, Suite 100
                                  Vail CO 81657

                                January 22, 2002


Mr. Brian J. Pope
13387 Solvang Way
Truckee, California 96161

     1. This confirms  that,  should your  employment  with the  undersigned  be
terminated (other than by you or on account of your death or disability) without
Cause (as hereinafter defined),  prior to November 1, 2003, then, subject to the
next sentence, immediately upon such termination, the undersigned shall pay you,
in lump  sum,  an amount  equal to 12  months'  salary.  The  obligation  of the
undersigned  to make such  payment  shall be  conditioned  on your  signing  and
delivering to the undersigned a general  release  (subject to any limitations on
the scope of such release as may be required by law) of the  undersigned and its
directors,  officers,  stockholders,  employees, and affiliated persons. "Cause"
shall have the same meaning as in the restricted stock agreement ("RSA") of even
date between you and Booth Creek Ski Group, Inc. and shall include any violation
by you of any  provision  of  Section  2. Any  dispute  regarding  whether  your
employment shall have been terminated for cause shall be resolved by arbitration
pursuant to the arbitration provision of the RSA.

     2. You (sometimes, "Executive") agree as follows:

                  (a)  You  shall  regard  and  preserve  as  confidential   all
proprietary or confidential  information of the  undersigned  ("Company") or any
business  concern  controlling,  controlled  by, or under  common  control  with
Company  or of any of the East West  joint  ventures  (which,  for this  purpose
includes any  transaction  between  Company or Company  affiliate  and East West
Partners, Inc. or any affiliate thereof), including East West Resort Development
V, L.P., L.L.L.P. (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 while employed by any of
the  Companies  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  Section  2(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  employment  with  the  Companies;  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 Company (the "Period of Employment") and (ii) for
one  year  following   termination  of  your   employment  for  Cause  or  under
circumstances  entitling Executive to a payment under Section 1, 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. 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.
<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 2.

                  (d) Executive  covenants and agrees that, during the Period of
Employment and for any  subsequent  period during which Section 2(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 2(e) shall not prohibit  Executive  from  enforcing his rights
hereunder.

                  (f) Executive  recognizes  that the foregoing  limitations are
reasonable and properly required for the adequate  protection of the business of
the Companies and that in the event that any  territorial or time  limitation is
deemed in arbitration or by a court with proper jurisdiction to be unreasonable,
Executive agrees to request, and to submit to, the reduction of said territorial
or time  limitation  to such an area or period as shall be deemed  reasonable by
such court. If Executive shall breach any of the foregoing  covenants,  then the
time limitation thereof shall be extended for a period of time during which such
breach shall occur.  The  existence of any claim or cause of action by Executive
against any of the Companies,  if any, whether predicated upon this Agreement or
otherwise,  shall not  constitute a defense to the  enforcement of the foregoing
covenants.  Executive  agrees that a remedy at law for any breach or proposed or
attempted  breach of any of the provisions of this Section 2 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 2
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.
<PAGE>


     3. The foregoing  does not  constitute an agreement by the  undersigned  to
employ you for any period of time. You, on the one hand, and the undersigned, on
the other hand,  shall remain  entitled at any time to terminate your employment
with the undersigned for any reason or no reason.

     Please  acknowledge  your  agreement with the foregoing by signing below in
the space provided.

                                     Very truly yours,

                                     BOOTH CREEK SKI HOLDINGS, INC.
                                     BOOTH CREEK SKI GROUP, INC.



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

         CONFIRMED AND AGREED



         / s / Brian J. Pope
         -------------------
           Brian J. Pope