Exhibit 10.32



        Restricted Stock Agreement by and Between Booth Creek Ski Group,
                             Inc. and Brian J. Pope

<PAGE>


                           RESTRICTED STOCK AGREEMENT

                  This  Agreement is entered into as of the 22nd day of January,
2002, by and between Booth Creek Ski Group,  Inc., a Delaware  corporation  (the
"Company"), and Brian J. Pope ("Executive").

                              W I T N E S S E T H:

                  WHEREAS,  the Company has determined to grant restricted stock
awards to attract  and retain the best  available  talent and to  encourage  the
highest level of performance,  all in accordance with the Booth Creek Ski Group,
Inc. 2001 Stock Incentive Plan (the "Plan"); and

                  WHEREAS, each award of restricted stock under the Plan must be
evidenced by a written agreement between the Company and the grantee thereof;

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual covenants herein contained and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Grant.  Simultaneously  herewith the Company has made a restricted stock
award to  Executive  and has issued two hundred  (200)  shares of the  Company's
Class B Common Stock,  $.001 par value per share (such stock  hereinafter  being
referred to as the "Common Stock" and such shares  hereinafter being referred to
as the "Restricted Shares"), registered in the name of Executive, subject to the
terms of the Plan and the restrictions and provisions of this Agreement.

     2. Stockholders  Agreement.  Simultaneously  herewith Executive is entering
into a Stockholders Agreement between Executive, Christopher P. Ryman, Elizabeth
J.  Cole,  Timothy  H.  Beck , 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 the Company (the "Stockholders Agreement").

     3. Certificates;  Escrow. Each certificate  representing  Restricted Shares
shall be  registered  in the name of Executive  and held,  together with a stock
power  duly  endorsed  in blank by  Executive,  by Loeb & Loeb  LLP,  a New York
limited  liability  partnership  with offices at 345 Park Avenue,  New York, New
York 10154-0037 (the "Escrow  Agent"),  subject to the provisions  hereof.  Said
certificates and stock powers shall be held by the Escrow Agent and delivered by
Escrow Agent pursuant to the Escrow  Agreement and Joint Escrow  Instructions of
the Company and Executive and accepted and agreed to by the Escrow Agent, in the
form  set  forth as  Exhibit  A  appended  hereto  and  incorporated  herein  by
reference.  Unless and until the Restricted  Shares are transferred or forfeited
as  provided  herein,  (i)  Executive  shall be  entitled  to  receive  all cash
dividends,  if any,  with respect to the  Restricted  Shares and (ii)  Executive
shall be  entitled  to vote  such  shares.  All  distributions  other  than cash
dividends with respect to the Restricted Shares,  including, but not limited to,
shares  received as a result of a stock  dividend,  stock split,  combination of
shares  or  otherwise,  shall be  deemed to be  Restricted  Shares  and shall be
retained by the Escrow Agent in accordance with this Agreement. Each certificate
of  Restricted   Shares  shall  bear  a  legend  reflecting  the  limitation  of
transferability,  the risk of  forfeiture  and  other  restrictions  under  this
Agreement and  applicable  securities law  restrictions,  to  substantially  the
following effect:
<PAGE>

         "THE  RIGHT TO SELL,  TRANSFER  OR  OTHERWISE  DISPOSE OF OR PLEDGE THE
         SHARES   REPRESENTED   BY  THIS   CERTIFICATE  IS  SUBJECT  TO  CERTAIN
         RESTRICTIONS,  AS SET  FORTH  IN A  RESTRICTED  STOCK  AGREEMENT  AND A
         STOCKHOLDERS  AGREEMENT,  COPIES OF WHICH ARE ON FILE AT THE  COMPANY'S
         PRINCIPAL PLACE OF BUSINESS AND ITS REGISTERED OFFICE."

     4.  Restrictions  Applicable  Prior to  Vesting.  Until  they are no longer
forfeitable  pursuant to Section 5(a) (i.e.,  until the Restricted Shares vest),
Restricted Shares shall be subject to the following restrictions:

          (a)   Nontransferability.   Except   pursuant  to  Section  3  of  the
     Stockholder  Agreement,  Executive shall not sell or otherwise transfer any
     Restricted  Share or interest  (including  any  security  interest)  in any
     Restricted Share that has not vested.

          (b) Other  Restrictions.  The Board may impose such other restrictions
     on the  Restricted  Shares  that have not vested as it may deem  advisable,
     including, without limitation,  stop-transfer orders and other restrictions
     set forth in the  terms of this  Agreement  or as the Board may  reasonably
     deem advisable.

     5. Forfeiture; Vesting.

          (a) If  Executive's  employment  with the Company  terminates  for any
     reason (other than as described in Section 5(b)),  Executive  shall forfeit
     to Company the  percentage  of the  Restricted  Shares that are not vested,
     based on the following schedule:


                  Percentage of Restricted
                  Shares that are Vested

                  60%                immediately;
                  80%                if Executive's employment continues through
                                     November 1, 2002; and
                  100%               if Executive's employment continues through
                                     November 1, 2003;

     provided,  however, that upon a Change in Control (as hereinafter defined),
     Executive  shall  become 100% vested in all of the  Restricted  Shares that
     have not previously  been  forfeited.  As used herein,  the term "Change in
     Control" means: (i) the sale of all or  substantially  all of the assets of
     BC (as hereinafter defined), or reorganization,  recapitalization,  merger,
     consolidation,  or other  transaction  involving BC or changing the rights,
     designations,  or  preferences  of  outstanding  BC  capital  stock  (a "BC
     Transaction"),  or a sale of Common Equivalents, in any case as a result of
     which 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  any of  their  affiliates  insofar  as any of  them  owns  any  Common
     Equivalent (the  "Investors"),  which term, for purposes of this definition
     of "Change in Control"  only,  shall  include any person  acquiring  Common
     Equivalents  from any of them in a  transaction  not  causing  a Change  in
     Control and any affiliate of such person,  insofar as such  affiliate  owns
     Common  Equivalents,  do not  collectively  own at least 20% of the  Common
     Equivalents  that they own on the date hereof or (ii) a similar  event that
     the Board, in its sole discretion,  determines should be similarly treated.
     "Common  Equivalents" means (i) the Company Class A or Class B common stock
     or warrants to purchase  Class B common stock;  (ii) any BC common stock or
     equivalent  security,  if BC  shall  not be a  corporation;  or  (iii)  any
     security  distributed  without  consideration  by  BC  in  respect  of,  or
     exchanged  pursuant  to a BC  Transaction  in  whole  or part  for,  Common
     Equivalents. "BC" means the Company or any other issuer that, pursuant to a
     BC Transaction not causing a Change in Control, shall have acquired control
     of all of the  businesses  controlled  by BC  immediately  before  such  BC
     Transaction. In computing the percentage of Common Equivalents owned by the
     Investors on any date ("measuring date") for purposes of the first sentence
     of this definition, the Investors shall be deemed to own on the date hereof
     the  amount  of  Common  Equivalents  that  they  would  have  owned on the
     measuring date had they never disposed of any Common Equivalent  (except in
     exchange for another Common  Equivalent  pursuant to a BC Transaction or by
     exercising or  converting a Common  Equivalent  for or into another  Common
     Equivalent).
<PAGE>

          (b)  Notwithstanding  the  foregoing  provisions  of Section  5(a), if
     Company shall  terminate  Executive's  employment for Cause (as hereinafter
     defined), or Executive shall violate, before November 1, 2003, Section 2 of
     his severance  agreement with Company,  Executive  shall forfeit all of the
     Restricted  Shares to Company.  For purposes hereof "Cause" shall mean that
     Executive  shall have (i)  committed  a felony,  regardless  whether in the
     course of his employment,  excluding  offenses under laws regulating  motor
     vehicle traffic or skiing,  but not excluding such offenses,  if they arise
     from  Executive's  failure  to cause  Company to conduct  its  business  in
     accordance with law (provided that, if Company shall terminate  Executive's
     employment  pursuant to this clause (i), and Executive  ultimately shall be
     acquitted, such termination shall not be deemed a termination for Cause, as
     of the date of  termination  pursuant to this clause (i));  (ii) engaged in
     fraud,  embezzlement  involving property of Company or otherwise,  or other
     intentional  wrongful act that materially  impairs the goodwill or business
     of  Company;  (iii) any  willful  failure to carry out any of his  material
     responsibilities 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 (iv) otherwise  materially breached
     any provision of this Agreement or any  employment  agreement that he shall
     have entered into with Company.  The  provisions of this Section 5(b) shall
     not, however, apply to a termination for Cause that occurs after the Common
     Stock  becomes  Publicly  Traded,  or with respect to shares that have been
     transferred  pursuant  to the  exercise  of a tag along or drag along right
     under the Stockholders Agreement.

          (c) The parties shall promptly submit any dispute or claim arising out
     of or in  respect  to  Section  5(b)  (i.e.,  a  dispute  as to  whether  a
     termination of Executive's employment was for "Cause" or Executive violated
     Section 2 of his severance  agreement with Company) to binding  arbitration
     before one  arbitrator  ("Arbitrator").  The  parties  agree  that  binding
     arbitration shall be the sole means of resolving any such dispute or claim.
     The laws of the state  where the  Executive  shall have been most  recently
     employed  by the  Company  shall apply to any  arbitration  hereunder.  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  Executive
     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. No party shall seek, and
     neither  the  Arbitrator  nor any  court  shall  award,  punitive  or other
     exemplary  damages  respecting any dispute relating to Section 5(b) of this
     Agreement.  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 herein, 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.  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 the  state in which
     Executive shall have been most recently  employed by the Company 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.  This Section 5(c) shall not prevent the Company
     from seeking or obtaining  temporary or preliminary  injunctive relief in a
     court for any breach or threatened  breach of  Executive's  obligations  or
     responsibilities to the Company.  This arbitration clause shall survive the
     termination of this Agreement. ALL PARTIES WAIVE TRIAL BY JURY WITH RESPECT
     TO ANY DISPUTE ARISING UNDER SECTION 5(b) OF THIS AGREEMENT.
<PAGE>

     6. Delivery  following  Vesting.  Promptly  after they become  vested,  the
Escrow Agent shall deliver to Executive (or  Executive's  legal  representative)
the  vested  Restricted  Shares  in the form of a  transferable  certificate  or
certificates,  with a legend reflecting the restrictions provided for herein and
applicable securities law restrictions; provided, however, that the Company need
not deliver such shares to Executive  until  Executive  has paid or caused to be
paid all taxes required to be withheld pursuant to Section 7 hereof.

     7.  Withholding.  The Company may  withhold any taxes  resulting  from this
Agreement that the Company  determines it is required to withhold under the laws
and regulations of any governmental  authority,  whether federal, state or local
and whether  domestic  or foreign.  Subject to  applicable  legal  requirements,
Executive  may elect to  satisfy  such  withholding  requirements  either by (i)
delivery to the Company of a certified check prior to the delivery of Restricted
Shares;  (ii)  instructing the Company to satisfy the  withholding  requirements
from Executive's salary; or (iii) any other method acceptable to the Company.

     8. Restrictions Applicable to Vested Restricted Shares.

          (a) Transfer Limitations.  Until such time as the Common Stock becomes
     Publicly  Traded,  Executive  may not sell or otherwise  transfer,  assign,
     pledge, hypothecate or otherwise dispose of any Restricted Shares that have
     vested,  except (i) pursuant to Section 2 or Section 3 of the  Stockholders
     Agreement; or (ii) in accordance with the provisions of this Section 8.

          (b) Right of First Refusal.

               (i) If Executive  shall  receive from a  financially  responsible
          unaffiliated  person (the  "Offeror")  a written  bona fide offer (the
          "Bona Fide Offer") to purchase for cash any Restricted  Shares held by
          Executive that have vested ("Offered  Shares"),  which Bona Fide Offer
          otherwise  shall be in accordance  with this Agreement which Executive
          shall  desire to accept,  Executive  shall give  written  notice  (the
          "Notice")  to such  effect to Company  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 8(b)(ii)), to sell the Offered Shares to Company or
          its designees,  and, irrevocable during the Investor Option Period (as
          defined  in  Section  8(b)(iii)),  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.

               (ii) Company 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").
          Company's  acceptance shall also state the amount of capital stock, if
          any,  that each  Investor  would be entitled  to purchase  pursuant to
          Section  8(b)(iii)),  if each Investor  accepted the Notice Offer with
          respect  to the full  proportionate  amount  referred  to in the first
          sentence of such clause.

               (iii)  Investor  shall have the right to accept the Notice  Offer
          with  respect to that  proportion  of the  Offered  Shares as to which
          Company  shall have  failed to accept the Notice  Offer  equal to such
          Investor's proportion of Company 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 Company  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 Company,  or if none are to be sold to Company,
          within 70 days after delivery of the Notice.
<PAGE>

               (iv) Should Company 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.  If the  Executive  shall close the
          sale, the transferee  shall receive and hold the Shares so transferred
          subject to the restrictions set forth in this Section 8 (but shall not
          enjoy the limited resale right set forth in Section  8(e)),  and there
          shall be no further  transfer of such Shares except in accordance with
          the terms of this  Section 8. 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 8(b).

               (v)  Anything to the  contrary  contained  in this  Section  8(b)
          notwithstanding,  the transfer of any or all of the Restricted  Shares
          on  Executive's  death by will or  intestacy  shall be exempt from the
          provisions of this Section 8(b). In such case, the transferee or other
          recipient shall receive and hold the Shares so transferred  subject to
          the  provisions  of this  Section  8, and  there  shall be no  further
          transfer of such Shares  except in  accordance  with the terms of this
          Section 8.

          (c) No Sales to Competitors.  Even if the requirements of Section 8(b)
     are satisfied,  Restricted  Shares shall not be transferable to competitors
     of the Company.  For purposes  hereof, a person shall be considered to be a
     "competitor"  if at such time it is engaged in or has under  development or
     is proposed to be engaged in one or more of the primary  businesses  of the
     Company or its  affiliates.  For purposes of the  preceding  sentence,  the
     "primary  businesses" of the Company shall be the ownership or operation of
     a ski-resort,  or ski-resort real estate development.  The determination of
     whether  a person  is a  competitor  shall be made by the Board in its sole
     discretion.

          (d) Company  Repurchase  Right. At any time during the ninety (90) day
     period  commencing  on the date  Executive's  employment  with the  Company
     terminates (the "Repurchase Period"), the Company shall have the right (but
     not the  obligation) to repurchase from Executive all or any portion of the
     vested Restricted Shares pursuant to the terms of this Section 8(d). Except
     as provided in the following sentence,  within thirty (30) days of the date
     on which the Company  notifies  the  Executive  that it is  exercising  its
     repurchase  right  hereunder,  the Company  shall pay to Executive the Fair
     Market Value (as defined in the Plan) of such  Restricted  Shares as of the
     first   day  of  the   Repurchase   Period   (the   "Repurchase   Amount").
     Notwithstanding the preceding  sentence,  (i) in the event that the payment
     hereunder would impair the Company's cash flow, as reasonably determined by
     the Board in its sole  discretion  (which  may take into  account,  without
     limitation,  other  repurchase right exercises under other restricted stock
     agreements)  or (ii) to the  extent  required  by any credit  agreement  or
     similar  instrument,  in lieu of paying the entire  Repurchase  Amount in a
     single payment,  the Company may elect to pay 40% of the Repurchase  Amount
     (the  "Initial  Payment") at the time it  exercises  its  repurchase  right
     hereunder,  and  the  remaining  60%  of the  Repurchase  Amount  in  equal
     installments  over a period not  exceeding  five  years,  with  installment
     payments  being  made not  less  frequently  than  annually  and the  first
     installment  payment being made not later than the first anniversary of the
     Initial Payment;  provided,  however, that on or before the consummation of
     any Change in Control,  the Company shall pay  Executive  the full,  unpaid
     balance of the Repurchase  Amount.  In the event that the Company elects to
     pay 60% of the Repurchase  Amount in  installments,  interest on the unpaid
     balance shall be calculated  using the prime rate, as published in the Wall
     Street  Journal or a similar  publication on the date prior to each payment
     date.
<PAGE>

          (e) Limited Resale Right.

               (i) At any time during a two  hundred  (200) day period (the "Put
          Period") beginning on a date selected by the Company,  which beginning
          date  shall not be before  the Fair  Market  Value (as  defined in the
          Plan) of a Share as of October 31,  2007 (the "Per Share Put  Amount")
          has been  determined  by the Board and  announced by the Company,  and
          shall not be later than  January 31,  2008,  Executive  shall have the
          right  (but  not the  obligation)  to sell to the  Company  all or any
          portion of the vested  Restricted Shares pursuant to the terms of this
          Section 8(e). Except as provided in Section  8(e)(ii),  if the Company
          receives  notice  of the  Executive's  exercise  of his  resale  right
          hereunder  (which  exercise  shall be by written notice to the Company
          specifying  the  number of Shares  to be resold to the  Company),  the
          Company shall pay to Executive the Per Share Put Amount  multiplied by
          the number of shares with respect to which Executive is exercising his
          resale  right  (the  "Put  Amount")  within  sixty  (60)  days  of the
          conclusion of the Put Period.

               (ii)  Notwithstanding  Section 8(e)(i), (1) in the event that the
          payment  hereunder would impair the Company's cash flow, as reasonably
          determined  by the Board in its sole  discretion  (which may take into
          account,  without  limitation,  other repurchase right exercises under
          other restricted  stock  agreements) or (ii) to the extent required by
          any  credit  agreement  or similar  instrument,  in lieu of paying the
          entire Put Amount in a single  payment,  the  Company may elect to pay
          40% of the Put Amount (the  "Initial Put  Payment")  within sixty (60)
          days of the conclusion of the Put Period, and the remaining 60% of the
          Put  Amount in equal  installments  over a period not  exceeding  five
          years,  with installment  payments being made not less frequently than
          annually and the first  installment  payment being made not later than
          the first anniversary of the Initial Put Payment;  provided,  however,
          that on or before  the  consummation  of any  Change in  Control,  the
          Company  shall pay  Executive  the  full,  unpaid  balance  of the Put
          Amount.  In the event  that the  Company  elects to pay 60% of the Put
          Amount  in  installments,  as  provided  in  the  preceding  sentence,
          interest on the unpaid  balance  shall be  calculated  using the prime
          rate, as published in the Wall Street Journal or a similar publication
          on the date prior to each payment date.

               (iii) If after  October 31, 2007,  but prior to the date that the
          Company  makes  payment (or begins to make  payment)  pursuant to this
          Section 8(e), the Board  authorizes a transaction (or is notified that
          some or all of its  stockholders  have  entered  into an  agreement to
          engage in a transaction)  which  transaction,  if  consummated,  would
          constitute a Change in Control,  the resale right provided for in this
          Section  8(e)  shall be  tolled  until  the  proposed  transaction  is
          consummated  or the  Board  determines  that it is  unlikely  that the
          proposed  transaction  will be consummated and, to the extent it deems
          it  appropriate,  the Board  shall  adjust the Per Share Put Amount to
          equitably reflect the terms of the transaction.

     9.  Company  Purchase  of  Restricted  Shares.  The  closing of any Company
purchase of  Restricted  Shares held by Executive  shall occur within 30 days of
Company's  notice  of  exercise  of a right  to buy (but  not,  in the case of a
purchase  under  Section  8(b),  before the  expiration  of the Investor  Option
Period) or, in the case of a purchase under Section 8(e),  within 60 days of the
end of the Put  Period,  provided  that  during the Put Period the  Company  has
received a notice of Executive's  exercise of a right to sell. At the closing of
any Company purchase of Restricted Shares,  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.  Notwithstanding the preceding sentence,  in the case
of a purchase  pursuant to Section 8(d) or Section 8(e) in which the Company has
elected to make partial  payment in  installments  (as provided in such Sections
8(d)and  8(e),  respectively),  40% of the  purchase  price  will  be due at the
closing and the balance in installments; Company will deliver a promissory note,
in customary form as Company and Executive shall  reasonably  agree, to evidence
Company's  obligation  to pay the  balance;  and to secure  payment of the note,
Company  will  pledge  the  purchased  Restricted  Shares  pursuant  to a Pledge
Agreement in customary form as Company and Executive shall reasonably agree.
<PAGE>

     10. Makeup  Payment.  Should any of the Investors sell any of their Company
common stock pursuant to an underwritten public offering of Company common stock
(an "IPO"),  Company shall pay  Executive,  within sixty (60) days following the
end of the Lockup  Period (as  hereinafter  defined),  an amount  determined  in
accordance with the following sentence,  which payment shall be made, in cash or
an equivalent amount of Company common stock,  valued at the Ending Lockup Price
(as  hereinafter  defined),  as Company  shall elect (a "Makeup  Payment").  The
amount of the Makeup Payment shall be the product  obtained by  multiplying  (X)
any excess of the price at which the Company  common  stock is first  offered to
the public,  pursuant to the IPO (the "IPO Price") over the Ending Lockup Price;
by (Y) the Investors Sale Percentage (as hereinafter defined); by (Z) the number
of shares of Common Stock that are vested,  pursuant to Section 5(a) on the date
of consummation of the IPO. For purposes hereof the following  definitions shall
apply:

          (a) "Lockup  Period"  shall mean the period not less than six nor more
     than 12 months following an IPO during which Executive  shall,  pursuant to
     the Stockholders Agreement, refrain from selling any Company common stock.

          (b) "Ending Lockup Price" shall mean the mean of the closing prices of
     Company  common  stock on each of the last 20  trading  days of the  Lockup
     Period, as reported in The Wall Street Journal.

          (c) "Investors Sale  Percentage"  shall mean the quotient  obtained by
     dividing  (X) the  excess of (I) the sum of the number of shares of Company
     common stock held, or issuable upon exercise of securities convertible into
     or exercisable for Company 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 number
     of shares of Company  common  stock  held,  or  issuable  upon  exercise of
     securities  convertible  into or exercisable for Company 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.
<PAGE>

     11. Notices.  All notices,  request,  demands,  waivers and  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
delivered  in  person or  mailed,  certified  or  registered  mail with  postage
prepaid, or sent by facsimile, as follows:



         If to Company, to it at:

                      Booth Creek Ski Group, Inc.
                      1000 S. Frontage Road West
                      Suite 100
                      Vail, Colorado 81657
                      Facsimile: (970) 479-0291
                      Attention:  President and Chief Operating Officer;

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

         If to Executive, to him at his last known mailing address specified in
the Company's employment records;

or to such  other  address as either  party  hereto  shall  specify by notice in
writing to the other party in accordance  with this  Section.  All such notices,
requests,  demands,  waivers  and  communications  shall be  deemed to have been
received  on the date  when  given  unless  mailed,  in which  case on the third
business day after the mailing.

     12. No Employment  Rights.  Nothing herein  contained shall restrict in any
way the right of the Company or a Company  affiliate  to  terminate  Executive's
employment at any time, with or without Cause.

     13. Award Subject to Plan. Executive  acknowledges receipt of a copy of the
Plan. The  Restricted  Shares grant has been made pursuant to the Plan and is in
all respects  subject to the terms and conditions  thereof.  In the event of any
conflict  between  this  Agreement  and the Plan,  the  terms of the Plan  shall
control.

     14. Board  Determinations.  In the event that any  question or  controversy
shall  arise  with  respect  to the  nature,  scope or extent of any one or more
rights  conferred  by this  Agreement,  the  determination  by the Board (or the
Committee  established  by the Board to  administer  the Plan) of the  rights of
Executive  shall be  conclusive,  final and binding upon  Executive and upon any
other person who shall assert any right pursuant to this Agreement.

     15. Executive's Representations.  Executive represents, warrants, covenants
and agrees with the  Company  that if, with  respect to any  Restricted  Shares,
there does not exist a  Registration  Statement,  which  Registration  Statement
shall have become  effective and shall include a prospectus that is current with
respect to the shares of Common  Stock  subject to this  Agreement,  (i) that he
takes  the  shares  for his own  account  and not with a view to the  resale  or
distribution thereof, and (ii) that any subsequent offer for sale or sale of any
such shares shall be made either pursuant to (1) a Registration  Statement on an
appropriate   form  under  the  Securities  Act  of  1933,  as  amended,   which
Registration  Statement  shall have become  effective  and shall be current with
respect to the shares being offered and sold, or (2) a specific  exemption  from
the  registration  requirements  of the Act,  but in  claiming  such  exemption,
Executive  shall,  prior to any offer for sale or sale of such shares,  obtain a
favorable  written opinion from counsel for or approved by the Company as to the
applicability of such exemption.
<PAGE>

     16.  Definitions.  Any term contained in this Agreement which is defined in
the Plan but not defined herein shall have the meaning provided under the Plan.

                  IN WITNESS  WHEREOF,  the Company and  Executive  have entered
into this Agreement as of the date first set forth above.

                                 BOOTH CREEK SKI GROUP, INC.


                                 By: / s / Christopher P. Ryman
                                 ------------------------------
                                 Name:  Christopher P. Ryman
                                 Title: President and Chief Operating Officer



                                 EXECUTIVE


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

<PAGE>



                     Exhibit A to Restricted Stock Agreement

                               Escrow Instructions