Execution Counterpart


                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           CHERRY KNOLL ASSOCIATES LLC




                           Dated as of March 31, 2004

     THE INTERESTS  ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR REGISTERED OR
QUALIFIED  UNDER  THE  APPLICABLE   STATE  SECURITIES  LAWS,  IN  RELIANCE  UPON
EXEMPTIONS FROM  REGISTRATION AND  QUALIFICATION  PROVIDED IN THE SECURITIES ACT
AND THE APPLICABLE  STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION OR REGISTRATION  UNDER THE APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION  OF  COUNSEL  SATISFACTORY  TO THE  ISSUER  THAT  SUCH  REGISTRATION  OR
QUALIFICATION IS NOT REQUIRED.

     IN  ADDITION,  THE  INTERESTS  ISSUED UNDER THIS  AGREEMENT  MAY BE SOLD OR
TRANSFERRED  ONLY IN  COMPLIANCE  WITH THE  RESTRICTIONS  ON TRANSFER  SET FORTH
HEREIN.

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


ARTICLE 1 DEFINITIONS..........................................................1


ARTICLE 2 LIMITED LIABILITY COMPANY............................................6

         2.1      Certificate of Formation.....................................6
         2.2      Name.........................................................6
         2.3      Principal Office, Resident Agent and Registered Office.......6
         2.4      Purpose......................................................6
         2.5      Term.........................................................7
         2.6      Fiscal Year..................................................7

ARTICLE 3 CAPITAL CONTRIBUTIONS AND LOANS BY MEMBERS...........................7

         3.1      Initial Capital Contributions................................7
         3.2      Additional Capital Contributions.............................7
         3.3      General......................................................8
         3.4      No Third Party Rights........................................8
         3.5      Return of Capital............................................8

ARTICLE 4 MANAGEMENT...........................................................8

         4.1      Designation of Managing Member and Grant of Authority........8
         4.2      Officers....................................................10
         4.3      Limitations on Certain Transfers............................10
         4.4      Advisory Board..............................................11
         4.5      Affiliate Agreements........................................11
         4.6      Limitation on Authority of Other Members to Act on
                    Behalf of Company.........................................11
         4.7      Permissible Activities of the Members.......................11
         4.8      Exculpation.................................................12
         4.9      Bank Accounts...............................................12
         4.10     Restrictions on Transfers After Seven Years.................12

ARTICLE 5 COMPENSATION AND FEES...............................................13

         5.1      Reimbursement of Expenses...................................13
         5.2      No Additional Fees..........................................14

ARTICLE 6 COVENANTS, WARRANTIES AND REPRESENTATIONS OF MEMBERS................14

         6.1      Representations and Warranties of SP........................14
         6.2      Representations and Warranties of Killington................14

ARTICLE 7 BOOKS AND RECORDS; AUDITS; CERTAIN TAX MATTERS......................15

         7.1      Books and Records; Audits; Certain Tax Matters..............15

ARTICLE 8 CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS........................16

         8.1      Capital Accounts............................................16
         8.2      Allocations.................................................17
         8.3      Distributions...............................................18
         8.4      Withholding.................................................18
         8.5      Final Distribution..........................................18

                                      -i-
<PAGE>

ARTICLE 9 DISSOLUTION.........................................................19

         9.1      Dissolving Events...........................................19
         9.2      Methods of Liquidation......................................19
         9.3      Reasonable Time for Liquidating.............................20
         9.4      Date of Liquidation.........................................20
         9.5      Withdrawals.................................................20

ARTICLE 10 SALE; ASSIGNMENT; TRANSFER.........................................20

         10.1     Transfers of Interests in Company...........................20
         10.2     Restraining Order; Specific Performance; Other Remedies.....21
         10.3     Compliance with Law.........................................21
         10.4     Substitute Members..........................................21
         10.5     Overall Transfer Prohibitions...............................22
         10.6     Section 754 Election........................................22
         10.7     Release of Liability........................................22

ARTICLE 11 NOTICES............................................................23

         11.1     In Writing; Address.........................................23
         11.2     Method......................................................24

ARTICLE 12 MISCELLANEOUS......................................................24

         12.1     Additional Documents and Acts...............................24
         12.2     Governing Law and Jurisdiction..............................24
         12.3     Pronouns....................................................24
         12.4     Entire Agreement............................................24
         12.5     References to this Agreement................................24
         12.6     Headings....................................................25
         12.7     Binding Effect..............................................25
         12.8     Counterparts................................................25
         12.9     Amendments..................................................25
         12.10    Estoppel Certificates.......................................25
         12.11    Exhibits....................................................25
         12.12    Severability................................................25
         12.13    Waiver; Modification........................................25
         12.14    Third-Party Beneficiaries...................................25
         12.15    Reliance on Authority of Person Signing Agreement;
                    Designated Representatives; Authority of Managing Member..26
         12.16    Indemnity...................................................26
         12.17    Herein......................................................27
         12.18    Including...................................................27
         12.19    Cost of Counsel.............................................27
         12.20    Days........................................................27
         12.21    Time of Essence.............................................27
         12.22    General Exculpation.........................................27
         12.23    Partition...................................................27
         12.24    Securities Trading of Membership Interests..................27

                                      -ii-
<PAGE>

Exhibits

Exhibit A - Description of Development Property
Exhibit B - Designated Representations
Exhibit C - Tax Exhibit
Exhibit D - List of Certain Agreements Affecting Development Property

                                     -iii-
<PAGE>

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           CHERRY KNOLL ASSOCIATES LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of CHERRY KNOLL
ASSOCIATES  LLC,  a Delaware  limited  liability  company  (the  "Company"),  is
executed as of March 31,  2004,  by and among SP LAND  COMPANY,  LLC, a Delaware
limited liability company ("SP"),  and KILLINGTON,  LTD., a Vermont  corporation
("Killington").

                              W I T N E S S E T H :

     WHEREAS,  the  Members  formed  the  Company  pursuant  and  subject to the
Delaware Limited Liability Company Act (as amended from time to time, the "Act")
pursuant to that certain  Certificate  of Formation of the Company,  dated as of
March 23, 2004,  and filed with the  Secretary of State of the State of Delaware
on March 23, 2004 (the "Certificate of Formation");

     WHEREAS,  in  connection  with the formation of the Company and in exchange
for certain Membership  Interests therein,  as more fully hereinafter set forth,
Killington  and SP have  contributed to the Company their  respective  undivided
fifty percent  (50%)  interests in and to the  Development  Property (as defined
below).

     WHEREAS,  SP and  Killington now desire to enter into this Agreement to (i)
reflect the contributions  described above, and SP's and Killington's  admission
as  Members  in the  Company  as a result  thereof,  (ii) set forth the  Members
respective  Membership  Interests as a result of such  contributions,  and (iii)
otherwise  establish the Members  respective rights in the Company and the terms
and provisions upon which the Company shall operate.

     NOW,  THEREFORE,  in consideration of the premises and the mutual promises,
obligations  and agreements  contained  herein,  and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties,  intending  to be, and hereby  being,  legally  bound,  hereby agree as
follows:

                                   ARTICLE 1

                                  DEFINITIONS

     The following terms shall have the following meanings when used herein:

     "Act": As defined in the Recitals.

     "Additional Capital Contributions":  With respect to SP or Killington,  any
          Capital  Contribution  made by SP or  Killington  pursuant  to Section
          3.2(b) hereof.

     "Affiliate": With respect to any designated Person, any other Person which,
          directly  or  indirectly,  controls  or is  controlled  by or is under
          common  control  with  such  designated  Person.  "Control"  means the
          possession,  directly or  indirectly,  of the power to direct or cause
          the direction of the management or policies of a Person.

                                       1
<PAGE>

     "Affiliate Agreement": Any contract,  agreement or other arrangement,  oral
          or written,  entered  into between the Company and any Person which is
          an Affiliate of a Member with respect to the provision of services to,
          or supplies,  machinery or  equipment  for, the Company  Assets or any
          portion thereof.

     "Agreement":  This Limited Liability Company Agreement,  as the same may be
          amended from time to time in accordance herewith.

     "ASC": American Skiing Company, a Delaware corporation.

     "ASCRP":  American  Skiing  Company  Resort   Properties,   Inc.,  a  Maine
          Corporation.

     "Business  Day":  A day  which is not a  Saturday  or  Sunday  or a legally
          recognized  public  holiday in the  United  States or the State of New
          York.

     "Capital Account": As defined in Section 8.1.

     "Capital  Contributions":  (a) with  respect  to  Killington,  the  Initial
          Capital  Contribution made, or deemed made, by Killington  pursuant to
          Section 3.1(a); and (b) with respect to SP, the sum of (i) the Initial
          Capital  Contribution  made, or deemed made, by SP pursuant to Section
          3.1(b),  plus (ii) any  Additional  Capital  Contributions  made by SP
          pursuant to Section 3.2 after the date hereof.

     "Cash Flow": Cash Flow for any period shall mean:

               (a) the gross cash  receipts  of the Company for such period from
          all  sources,  including,  but not limited to, all  receipts  from the
          operation of the Development Property or any other Company Assets, the
          sale or lease of any portion of the Development  Property or any other
          Company  Assets,  net  proceeds  available  to the  Company  from  any
          financing  or  refinancing,  the  cash  proceeds  attributable  to any
          Additional  Capital  Contributions,  made  during  such period and net
          reductions in funded  reserves or sinking funds of the Company  (other
          than any such reductions used to pay Company expenditures); less

               (b) without  duplication  of any amounts  deducted in determining
          (a) above, the gross cash  expenditures of the Company for such period
          for all purposes with respect to the Company  including both operating
          and capital  expenditures,  including any amounts paid with respect to
          any  Loans,  determined  in  accordance  with  cash  basis  accounting
          principles  consistently  applied  (excluding  expenditures  made from
          previously established reserves); less

               (c)  deposits  or  allocations  into  reserve  accounts  for  the
          Development Property or any other Company Assets.

     "Certificate of Formation": As defined in the Recitals.

                                       2
<PAGE>

     "Code": The Internal Revenue Code of 1986, as amended.

     "Company": As defined in the Preamble.

     "Company Assets": All interests, rights and properties of any kind owned by
          the Company,  including the  Development  Property and any interest in
          any partnership, limited partnership, joint venture, limited liability
          company or similar organization or joint participation  arrangement in
          which the Company shall, directly or indirectly, be a partner, member,
          venturer,  investor or other  beneficial  interest  owner or otherwise
          participate  in  connection  with  the  Development  Property  (or any
          portion  thereof) or any other  property  acquired by the Company,  or
          otherwise in connection with the Company's  purpose as hereinafter set
          forth.

     "Developed  Property":  Shall mean any (i) property upon which buildings or
          homes are  constructed,  and (ii) any finished  lots (i.e.,  lots upon
          which  infrastructure,  such as utilities  and road access,  have been
          constructed)  which  are sold to retail  buyers  (i.e.,  the  ultimate
          homeowner)  or to builders,  so long as no more than four (4) lots are
          sold to any such builder.

     "Development Entity": As defined in Section 4.1(e).

     "Development  Property":  Collectively,  the  real  property  described  on
          generally on Exhibit A attached hereto, and all buildings, structures,
          improvements,  fixtures,  equipment,  and other  installations  now or
          hereafter erected on, in, under, or above such real property, together
          with  all  rights  related   thereto,   including  all   entitlements,
          development rights, contract rights, leases, easements, utility rights
          and other appurtenances thereto.

     "First Offer Property": As defined in Section 4.10.

     "Fiscal Year": As defined in Section 2.6.

     "Index": The Consumer Price Index for All Urban Consumers  (CPI-U),  United
          States City Average (all items) (base year 1982-84 = 100), promulgated
          by the United States  Department of Labor,  Bureau of Labor Statistics
          (or  should  such  index no  longer be  published  or  available,  any
          successor index of equivalent  measurement and  geographical  area; or
          should no successor be published or available, the index of equivalent
          or comparable measurement).

     "Initial  Capital  Contribution":  Shall mean the amounts  contributed,  or
          deemed  contributed,  by  Killington  and SP  pursuant  to Section 3.1
          hereof.

     "Initial  Preference  Amount":  Shall mean,  (a) with respect to Killington
          (and its  successors  and/or  assigns) only, the amount of $1,500,000,
          such amount being equal to Killington's  Initial Capital  Contribution
          pursuant to Section 3.1(a) hereof, and (b) with respect to SP (and its
          successors and/or assigns) only, the amount of $100, such amount being
          equal to SP's Initial Capital Contribution  pursuant to Section 3.1(b)
          hereof.

     "Killington": As defined in the Preamble.

     "Killington  Resort":  Shall mean the ski trails,  lifts,  day lodges,  and
          related ski facilities  located on and around  Killington  Mountain in
          Killington, Vermont.

                                       3
<PAGE>

     "Loan": Any indebtedness or obligation for money borrowed by the Company.

     "Managing Member": SP, in its capacity as the Managing Member or any of its
          successors  in their  respective  capacities  as the  Managing  Member
          admitted to the Company as the Managing Member hereunder in accordance
          with the terms of this  Agreement,  for so long as any such  Person is
          designated as the Managing Member under the terms of this Agreement.

     "Master Agreement":  That certain Agreement Regarding Killington Resort and
          Certain Nearby  Properties  dated as of March 31,  2004,  between ASC,
          ASCRP, Killington and SP.

     "Member" or  "Members":  Each of  Killington  and SP,  in their  respective
          capacities  as Members,  any of their  permitted  successors  in their
          respective  capacities  as Members  admitted to the Company as Members
          hereunder in accordance with the terms of this Agreement,  for so long
          as any such Person is a Member under the terms of this Agreement.

     "Membership  Interest":  With respect to any Member,  such Member's  entire
          interest  in the  Company  including  such  Member's  right to receive
          distributions and to participate in the management of the business and
          affairs of the  Company on the terms and  conditions  hereinafter  set
          forth,  including  the  right  to vote  on,  consent  to or  otherwise
          participate  in any  decision or action of or by the  Members  granted
          pursuant to this Agreement and the Act.

     "Membership  Percentage":   With  respect  to  any  Member,  that  Member's
          percentage  ownership interest in the Company.  The initial Membership
          Percentages are as follows:

                  SP                50%
                  Killington        50%

     "Mortgage(s)":  Any  mortgage,  deed of trust,  deed to secure debt,  bond,
          collateral  assignment,  indenture,  pledge or other lien or  security
          interest in all or any part of the  Development  Property or any other
          Company Assets.

     "Offer Notice": As defined in Section 4.10.

     "Offer Price": As defined in Section 4.10.

     "Offer Property": As defined in Section 4.10.

     "Person": An individual,  partnership, joint venture, corporation, trust or
          other entity.

     "Pledge": Any voluntary pledge,  mortgage, deed of trust, security interest
          or other  consensual lien or  hypothecation  of, in or on any Member's
          Membership Interest,  including on any right of such Member to receive
          distributions from the Company.

                                       4
<PAGE>

     "Return  Rate":  A  daily  interest  factor  for an  annual  interest  rate
          (compounded  annually)  equal to the mean annual increase in the Index
          from (i) the  Index  last  published  prior to the last  determination
          date,  to  (ii)  the  Index  last  published   prior  to  the  current
          determination  date, with the first  determination date being the date
          of this  Agreement and with the subsequent  determination  dates being
          each subsequent anniversary of the date of the Agreement.

     "ROFO": As defined in Section 4.10.

     "ROFO Period": As defined in Section 4.10.

     "Securities Act": As defined on the cover page of this Agreement.

     "Shortfall": As defined in Section 3.2(a).

     "Ski Resort Operator": As defined in Section 4.3.

     "SP": As defined in the Preamble.

     "SP  LLC Agreement":  That certain Amended and Restated  Limited  Liability
          Company Agreement of SP dated of even date herewith.

     "Tax Matters Partner": As defined in Section 7.1(g).

     "Transfer": As defined in Section 10.1(a).

     "Unpaid Initial Preferred Return": With respect to the applicable Member(s)
          (and its  successors  and/or  assigns)  only, as of the end of any day
          during the term  hereof,  an amount  equal to (a) the  Unpaid  Initial
          Preferred  Return  of such  Member  as of the  end of the  immediately
          preceding  day, plus (b) the product of the Unpaid  Initial  Preferred
          Return of such Member as of the end of the  immediately  preceding day
          multiplied by the Return Rate, plus (c) the product of the Unrecovered
          Initial  Preference  Amount  of  such  Member  as of  the  end  of the
          immediately preceding day multiplied by the Return Rate, minus (d) any
          distributions  made to such Member during the day in question pursuant
          to Section 8.3(a) hereof.

     "Unrecovered Initial  Preference  Amount":  Shall mean, (a) with respect to
          Killington  (and its successors  and/or  assigns)  only,  Killington's
          Initial   Preference  Amount,  as  decreased  by  the  amount  of  any
          distributions  hereafter  paid to  Killington  (or its  successors  or
          assigns) pursuant to Section 8.3(b) hereof; and (b) with respect to SP
          (and its  successors  and/or  assigns) only,  SP's Initial  Preference
          Amount, as decreased by the amount of any distributions hereafter paid
          to SP (or its  successors  or  assigns)  pursuant  to  Section  8.3(b)
          hereof.

     "Unpaid  Additional  Preferred  Return":  With  respect  to the  applicable
          Member(s) (and its successors  and/or  assigns) only, as of the end of
          any day  during  the term  hereof,  an amount  equal to (a) the Unpaid
          Additional  Preferred  Return  of  such  Member  as of the  end of the
          immediately  preceding  day,  plus  (b)  the  product  of  the  Unpaid
          Additional  Preferred  Return  of  such  Member  as of the  end of the
          immediately  preceding day multiplied by the Return Rate, plus (c) the
          product of the Unrecovered Additional Preference Amount of such Member
          as of the  end of the  immediately  preceding  day  multiplied  by the
          Return Rate,  minus (d) any  distributions  made to such Member during
          the day in question pursuant to Section 8.3(c) hereof.

                                       5
<PAGE>

     "Unrecovered Additional Preference Amount": Shall mean, (a) with respect to
          Killington  (and its  successors  and/or  assigns)  only,  any amounts
          contributed by Killington pursuant to Section 3.2 hereof, as decreased
          by the amount of any  distributions  hereafter  paid to Killington (or
          its successors or assigns) pursuant to Section 8.3(d) hereof;  and (b)
          with  respect to SP (and its  successors  and/or  assigns)  only,  any
          amounts contributed by SP pursuant to Section 3.2 hereof, as decreased
          by the  amount  of any  distributions  hereafter  paid  to SP (or  its
          successors or assigns) pursuant to Section 8.3(d) hereof.

                                   ARTICLE 2

                            LIMITED LIABILITY COMPANY

     2.1  Certificate of Formation.  The Certificate of Formation has been filed
with  the  Office  of the  Secretary  of State of the  State  of  Delaware.  The
Certificate of Formation may hereafter be amended whenever,  and within the time
periods, required by the Act.

     2.2 Name. The name of the Company is Cherry Knoll  Associates LLC, in which
name all assets  belonging to the Company shall be held and under which name all
business  and affairs of the Company  shall be  conducted,  except to the extent
otherwise  required  by the laws of the State of  Delaware or any other state in
which the Company is doing business.

     2.3 Principal Office,  Resident Agent and Registered  Office. The principal
office of the Company shall  initially be located at 500 Crescent  Court,  Suite
300,  Dallas,  Texas  75201,  or at such other  place or places as the  Managing
Member may from time to time  designate,  provided,  however,  that the  Company
shall at all times  maintain a registered  agent and a registered  office in the
State of Delaware.  The name and address of the registered  agent for service of
process  on the  Company  in the  State of  Delaware  is The  Corporation  Trust
Company,  Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware
19801.  The  address  of the  registered  office of the  Company in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street,  Wilmington,  Delaware 19801. Such principal office, registered agent or
registered  office  may be  changed  by  the  Managing  Member,  so  long  as in
accordance  with the Delaware Act;  concurrently  with any such change,  written
notice thereof shall be given to each Member.  Promptly following  execution and
delivery  of this  Agreement,  the  Managing  Member  shall cause the Company to
register as a foreign limited liability company in the State of Vermont.

     2.4  Purpose.  The objects and purposes of the Company are solely to invest
in,  acquire,  hold,  own,  operate,  manage,  maintain,   improve,   subdivide,
pre-develop,  develop, sell, finance,  lease, and otherwise use or deal with the
Development  Property  and  any  other  Company  Assets,  for  profit  and as an
investment,  and in all  respects  to act as owner  of the  Company  Assets.  In
furtherance  of the  foregoing,  the Company's  purposes  shall include to make,
enter  into,   deliver  and  perform  all   contracts,   agreements   and  other
undertakings,  pay all costs and expenses, and do all such other acts and things
as the  Managing  Member  may deem  necessary  or  advisable  to  carry  out the
foregoing  objects and purposes upon and subject to the terms and  conditions of
this  Agreement.  The Company may do any of the foregoing  through  wholly-owned
subsidiaries or, subject to Section 4.3 below, through any Development Entity in
which the Company shall, directly or indirectly, be a partner, member, venturer,
investor or other beneficial interest owner.

                                       6
<PAGE>

     2.5 Term. The term of the Company shall continue until the  liquidation and
dissolution of the Company pursuant to Article 9 hereof.

     2.6 Fiscal Year.  The fiscal year of the Company (the "Fiscal  Year") shall
end on the 31st day of  December in each year.  The Company  shall have the same
Fiscal Year for income tax and accounting purposes.

                                   ARTICLE 3

                   CAPITAL CONTRIBUTIONS AND LOANS BY MEMBERS


     3.1 Initial Capital Contributions.

     (a)  Killington.  Prior the date hereof,  Killington has contributed to the
Company an undivided  fifty  percent  (50%)  interest in and to the  Development
Property, in exchange for Killington's Membership Interest in the Company. As of
the  date  hereof,   Killington's  Initial  Capital  Contribution  is  equal  to
$1,500,000 and its Membership Percentage is fifty percent (50%).

     (b) SP. On the date hereof, SP has contributed to the Company the remaining
undivided  fifty percent (50%) interest in and to the Development  Property,  in
exchange for SP's  Membership  Interest in the  Company.  As of the date hereof,
SP's Initial Capital Contribution is equal to $100 and its Membership Percentage
is fifty percent (50%).

     3.2 Additional  Capital  Contributions.  (a) If at any time or from time to
time,  additional funds are required (or are expected to be required) to pay any
operating expenses of the Company (e.g.,  taxes,  insurance,  security,  repair,
maintenance,   capital  expenditures)  or  the  Managing  Member,  in  its  sole
discretion,  otherwise determines that additional capital is otherwise needed to
meet the obligations or needs of the Company or to enable the Company to fulfill
its purpose (a "Shortfall"), the Managing Member shall provide written notice to
all Members of the existence (or expected  existence) of such  Shortfall,  which
notice shall include information  evidencing the basis for the Shortfall and the
Managing   Member's   recommendation   as  to  meeting  such  Shortfall,   which
recommendation may, in the Managing Member's sole discretion,  include,  seeking
third party financing for all or a portion of the Shortfall.

     (b) In the event that (i) the Company has  experienced  a Shortfall  (or is
expected to experience a Shortfall), and (ii) all or a portion of such Shortfall
is not funded  pursuant to any third party  financing as contemplated by Section
3.2(a), SP and Killington shall each have the right, but not the obligation,  to
make additional  Capital  Contributions in the amount of the Shortfall (any such
contribution, an "Additional Capital Contribution"). If Killington does not make
an  Additional  Capital  Contribution,  then SP may make an  Additional  Capital
Contribution  for the full amount of the  Shortfall.  If both SP and  Killington
desire to make an  Additional  Capital  Contribution,  they  shall do so in such
amounts as agreed to, or in the absence of agreement, seventy-five percent (75%)
of the Shortfall will be contributed by SP and twenty-five  percent (25%) of the
Shortfall will be contributed by Killington.  Notwithstanding the foregoing,  in
no event shall SP or  Killington  or any other  Member be  obligated to make any
Additional Capital  Contributions for the Shortfall or to make any other Capital
Contributions (other than the Initial Capital Contributions  pursuant to Section
3.1 above).

                                       7
<PAGE>

     3.3 General.

     (a)  Except  for the  Initial  Capital  Contributions,  no Member  shall be
obligated to contribute capital to, and no Member may withdraw capital from, the
Company.  To the  extent  any monies  which any  Member is  entitled  to receive
pursuant to Article 8 below would  constitute  a return of capital,  each of the
Members consents to the withdrawal of such capital.

     (b) Interest  earned on Company  funds shall inure solely to the benefit of
the Company. Unless otherwise specifically provided herein, no interest shall be
paid on any Capital Contributions or advances to the capital of the Company, nor
upon any undistributed or reinvested income or profits of the Company.

     3.4 No Third Party Rights.  The right of the Members to make any Additional
Capital  Contributions  after the date hereof under the terms of this  Agreement
shall not be  construed  as  conferring  any rights or  benefits  to or upon any
Person not a party to this Agreement,  or the holder of any  indebtedness of the
Company, or the holder of any obligations secured by a Mortgage or other lien or
encumbrance upon or affecting the Company or any interest of a Member therein or
in the Company Assets or any part thereof or any interest therein, except to the
extent expressly agreed in writing by all Members.

     3.5 Return of Capital.  Except as otherwise  provided in Article 8 or 9, no
Member  shall  have the right to demand or to  receive  the return of all or any
part of its contributions to the capital of the Company. In addition,  no Member
has the right to demand or to receive property other than cash in return for its
contributions to the capital of the Company.

                                   ARTICLE 4

                                  MANAGEMENT

     4.1  Designation  of  Managing  Member  and Grant of  Authority.  Except as
otherwise  provided in this  Agreement,  the Managing  Member (i) shall have the
sole and exclusive power and authority on behalf of the Company to carry out any
and all of the  purposes  of the  Company and to perform all acts and enter into
and perform all  contracts  and other  undertakings  that it may in its sole and
absolute discretion deem necessary or advisable or incidental thereto,  and (ii)
shall have full and absolute authority in its discretion to exercise,  on behalf
of and in the name of the  Company,  all  rights  and  powers  of a  manager  or
managing member under the Act. Without in any manner limiting the foregoing, the
Members  hereby  stipulate,  confirm,  acknowledge  and agree that the  Managing
Member,  acting directly or through any duly appointed  Officers of the Company,
may cause the Company to do, or cause to be done, on behalf and as an act of the
Company,  any act  which is  necessary  or  desirable  to  carry  out any of the
purposes of the Company, including any of the following:

                                       8
<PAGE>

     (a) Enter  into,  make,  deliver and  perform  all  contracts,  agreements,
instruments  and other  undertakings as the Managing Member may, in its sole and
absolute  discretion,  determine  to be  necessary,  advisable,  appropriate  or
incidental  to the  carrying  out of the objects and purposes set forth above or
contemplated by this Agreement, the taking of such action by the Managing Member
to be conclusive evidence of such determination;

     (b) Acquire, either directly or indirectly,  real property and tangible and
intangible personal property of any kind, character or nature;

     (c) Arrange  financing for the Company and cause the Company to directly or
indirectly borrow money or otherwise directly or indirectly incur,  guarantee or
otherwise become liable for any amount of indebtedness  (including  indebtedness
for accrued  expenses or ordinary trade  payables) in connection with the any of
the Company Assets and/or the operation of the Company's business activities;

     (d) Mortgage,  pledge,  assign or otherwise  create a lien,  encumbrance or
security  interest  in or on all or any part of the  Company  Assets in order to
secure Loans or advances to the Company or any Person in which the Company has a
direct  or  indirect  interest  (including  any  Development   Entity),  or  any
obligation  of the  Company or any Person in which the  Company  has a direct or
indirect interest  (including any Development  Entity), or for any other Company
purpose;

     (e)  Subject to  Section  4.3 below,  cause the  Company to be a  venturer,
member,  partner,  stockholder,   holder  of  a  beneficial  interest  or  other
participant  or owner in, and to  contribute  all or any  portion of the Company
Assets  to, a wholly  owned  subsidiary  of SP or a joint  venture,  partnership
(whether limited, limited liability or general), corporation,  limited liability
company,  trust  or  other  venture  or  enterprise  (any  of  the  foregoing  a
"Development Entity");

     (f) Subject to Section 4.3 below, sell, assign, transfer,  exchange, master
lease, or otherwise  liquidate and dispose of all or any portion of, or interest
in, the Company Assets, including entering into or modifying any sale, transfer,
lease or other agreement or contract with respect thereto;

     (g) Manage,  maintain,  operate, repair, improve,  subdivide,  pre-develop,
develop,  lease or otherwise  deal in any manner with, all or any portion of the
Company Assets,  including entering into or modifying any development,  leasing,
management,  easement,  restrictive  covenant,  or other agreement,  for or with
respect to all or any portion of, or interest in, the Company Assets;

     (h) Seek,  obtain,  amend or modify any  zoning,  regulatory  approvals  or
permits,  subdivision  approvals  or  permits,  acquire  other  entitlements  or
otherwise  deal in any manner  with the  Development  Property  (or any  portion
thereof) or any other property acquired by the Company;

     (i) Guaranty or provide indemnifications for the obligations of any Person;

                                       9
<PAGE>

     (j) Employ or consult such  Persons  (including  any partner,  shareholder,
officer,  director,  agent, advisor or employee of any Affiliate of a Member) as
the  Managing  Member shall deem  necessary,  appropriate  or advisable  for the
operation  and  management  of  the  Company,  including  brokers,  accountants,
engineers,  attorneys or  specialists in any field of endeavor  whatsoever,  and
authorize any such Person to act for and on behalf of the Company;

     (k) Make expenditures as are required to operate and manage the Company and
the Company Assets and to otherwise carry out any of the activities described in
this Section 4.1;

     (l) Deposit the funds of the Company in the  Company's  name in any bank or
trust company and entrust to such bank or trust  company any of the  securities,
monies, documents and papers belonging to or relating to the Company; or deposit
with  and  entrust  to any  brokerage  firm  that is a  member  of any  national
securities exchange any of said funds, securities,  monies, documents and papers
belonging to or relating to the Company;

     (m)  Possess,  monitor,  manage,  or  otherwise  deal in, and  exercise all
rights,  powers,  privileges and other incidents of ownership or possession with
respect to Company Assets or any other property held or owned by the Company;

     (n) Make appropriate  elections and other decisions with respect to tax and
accounting  matters;  prepare  and file all tax  returns  for the  Company  (but
without  any  obligation  hereunder  to prepare or file the tax returns or other
reports of the Members);

     (o) Bring and defend  actions and  proceedings  at law or equity before any
court or governmental,  administrative or regulatory agency,  body or commission
or otherwise;

     (p) Acquire and enter into any contract of insurance necessary or desirable
for the protection or  conservation  of the Company and/or the Company Assets or
otherwise  in the  interest of the Company  (including  directors  and  officers
insurance  or the  equivalent  thereof)  as the  Managing  Member,  in its  sole
discretion, shall determine;

     (q)  Distribute  funds to the Company by way of cash or  otherwise,  all in
accordance with the provisions of this Agreement; and

     (r) Do any other act which is  necessary  or  desirable to carry out any of
the purposes of the Company.

     4.2 Officers.  The Managing  Member may designate one or more Persons to be
officers of the Company  ("Officers"),  and any Officer so designated shall have
such  title,  authorities,  duties,  and  salaries  as the  Managing  Member may
delegate to them.  Any  Officer  may be removed as such,  either with or without
cause, by the Managing Member at any time.

     4.3  Limitations  on Certain  Transfers.  Any actions  described in Section
4.1(e) shall  require the prior  written  consent of  Killington,  which consent
shall not be unreasonably  withheld.  Until April 1, 2011, any actions described
in Section 4.1(f) shall require the prior written  consent of Killington,  which
consent shall not be unreasonably  withheld. On and after April 1, 2011, actions
described under Section 4.1(f) shall not require the consent of Killington,  but
shall be subject to (i) the consent of a majority of the advisory board pursuant
to  Section  4.4,  and (ii) the  provisions  of  Section  4.10.  Notwithstanding
anything in this  Agreement to the contrary,  sales of Developed  Property shall
not  require the  consent of  Killington  nor shall such sales be subject to the
provisions of Section 4.10.

                                       10
<PAGE>

     4.4 Advisory  Board.  The Company shall at all times have an advisory board
consisting  of two  (2)  representatives  of SP and one  (1)  representative  of
Killington. The initial members of the advisory board shall be, on behalf of SP,
Steven P. Selbo and Paul E. Rowsey, III, and, on behalf of Killington,  Allen W.
Wilson.  The advisory board shall meet at least once per calendar quarter,  on a
date and at a time  reasonably  acceptable to the board members,  to discuss and
review the Company's  development  plans and activities,  operating  budgets and
such other activities of, or matters  relating to, the Company,  the Development
Property  and/or the Development  Entities,  as the board members may determine.
Such  meetings may be in person or by telephone  (or by such other medium as the
board members may agree).  Notwithstanding the foregoing,  in no event shall the
review, consent, approval or authorization of the advisory board be required for
any  activity of the Company,  nor for any action  taken by the Managing  Member
pursuant to Section 4.1 above or otherwise. Members of the advisory board may be
replaced,  by the party that appointed  such member,  at any time by delivery of
written notice to the Company by either SP or Killington;  a copy of said notice
shall also be delivered to all other Members. Notwithstanding anything herein to
the contrary,  the sale of any land owned by the Company or the  contribution of
any land by the  Company to a joint  venture  or other  entity  shall  require a
majority vote of the advisory board.

     4.5  Affiliate  Agreements.  The  Managing  Member may cause the Company to
enter into  Affiliate  Agreements  and the validity of any such  transaction  or
agreement  (or any  payment  thereunder)  shall not be affected by reason of any
relationship  between  the Company  and a Member or any  Affiliate  of a Member,
provided that such agreements are on terms no less favorable to the Company than
those that would be applicable without such Affiliate relationship.

     4.6  Limitation  on Authority of Other Members to Act on Behalf of Company.
The Members (other than the Managing Member) in their capacities as Members have
no  authority  to act for or bind the  Company  and may not  participate  in the
general  management,  conduct or control of the  Company's  business or affairs.
Notwithstanding the foregoing,  to the extent specifically  requested in writing
by the Managing Member,  each Member shall cooperate with the Managing Member in
connection with any of the activities of the Company described in Section 4.1(h)
above.

     4.7 Permissible  Activities of the Members.  Except as may be restricted by
the Master Agreement,  the Members and their Affiliates may individually  and/or
with others  (i.e.,  other than in their  capacity  as Members)  engage in other
activities  for  profit,  whether  in the real  estate  business  or  otherwise,
including the ownership, operation, development, leasing and management of other
properties  similar  to  the  Development  Property,   and  may  in  the  future
participate in  partnerships  or other  ventures for such purposes.  Neither the
Company nor the Members  shall have any right by virtue of this  Agreement in or
to such independent ventures or to the income or profits derived therefrom.

                                       11
<PAGE>

     4.8 Exculpation.

     (a) The Managing Member shall not be liable or  accountable,  in damages or
otherwise,  to the  Company  or to any other  Member  for any act  performed  or
failure to act by it that arises out of, or in connection  with,  this Agreement
or the  Company's  business  and  affairs,  unless such act or failure to act is
attributable to (i) fraud, (ii) gross negligence,  (iii) willful  misconduct, or
(iv) material  breach of the terms and provisions of this  Agreement;  provided,
however,  that,  solely for purposes of clause (iv) of this Section 4.8(a),  the
Managing Member shall not be liable or accountable,  in damages or otherwise, to
the Company or to any other Member for any breach of the terms and provisions of
this Agreement with respect to which the Managing  Member can establish that (A)
such act or  failure  to act was  undertaken  with due  regard for the terms and
provisions of this  Agreement and (B) in the  reasonable  good faith judgment of
the Managing Member, such act or failure to act was not a violation of the terms
and provisions of this Agreement.

     (b) The Company (but not any Member) shall  indemnify and hold harmless the
Managing Member (and its partners,  members, and Affiliates) and any Officers of
the  Company,  for any loss,  damage,  liability,  cost,  or expense  (including
reasonable  attorneys'  fees) claimed by a third party and incurred by virtue of
the Managing Member's or the Officer's  activities  hereunder and arising out of
any act  performed  or  failure to act by it (or them) if such act or failure to
act  arises out of, or in  connection  with,  this  Agreement  or the  Company's
business and affairs, and is not an act for which such Managing Member is liable
under Section 4.8(a)(i) through (iv) above.

     4.9 Bank Accounts. On behalf of and at the expense of Company, the Managing
Member shall maintain accounts in the name of the Company and operating accounts
in the name of the Company in banks or trust companies in the continental  U.S.,
for the deposit and disbursement of all funds relating to the Company.  All such
Company  funds  shall be promptly  deposited  in such  accounts,  to be held and
disbursed only as provided herein.

     4.10 Restrictions on Transfers After Seven Years.  Notwithstanding anything
in Section  4.1(f) and Section 4.3 to the  contrary,  on or after April 1, 2011,
Managing Member may cause Company to do any of the actions  described in Section
4.1(f)  without the consent of Killington  but with the consent of a majority of
the advisory board pursuant to Section 4.4, so long as Managing  Member complies
with the provisions of this Section 4.10. Commencing on and after April 1, 2011,
Company hereby grants and conveys unto  Killington,  a right of first offer (the
"ROFO")  with  respect to any real  property  owned by Company  (other  than the
Developed Property) on or after April 11, 2011  (collectively,  the "First Offer
Property"), on and subject to the terms and conditions hereinafter set forth. In
the event the  Managing  Member  desires to cause  Company to sell or convey any
portion of the First  Offer  Property at any time on or after April 1, 2011 (the
"ROFO  Period"),  Managing  Member,  prior to selling  such portion of the First
Offer  Property,  shall first deliver to Killington a written notice (the "Offer
Notice")  stating the  intention of the Managing  Member to cause the Company to
sell the  applicable  portion of the First Offer  Property  (such  portion,  the
"Offer  Property")  and setting  forth the price (the "Offer  Price")  which the
Managing  Member  requires for the Offer  Property.  The Offer Notice shall also
contain a detailed  metes and bounds  description  of the Offer Property and all


                                       12
<PAGE>

material  terms the  Managing  Member  requires or is willing to  consider  with
respect  to the sale of the  Offer  Property  (e.g.,  material  easement  rights
retained, possibility of seller-provided financing, timing for due diligence and
closing  (with a minimum due  diligence  and  closing  period of thirty (30) and
sixty (60) days,  respectively,  being  provided),  and amount of earnest  money
required).  If Killington fails to deliver written notice to the Managing Member
exercising its ROFO with respect to the applicable  Offer Property within thirty
(30) days after  Killington's  receipt of the Offer Notice,  the Managing Member
shall be free to cause the Company to sell the Offer Property to any third party
without the consent of  Killington  (but subject to the consent of a majority of
the advisory board) on the following  terms and conditions:  (i) the final sales
price (as reasonably  estimated by the Managing Member taking into consideration
all compensation paid by the purchaser, may be no less than ninety percent (90%)
of the original  Offer Price set forth in the original  Offer  Notice,  (ii) the
Company  must enter into a binding  contract  of sale with  respect to the Offer
Property  within  twelve  (12)  months  after the date  Killington  declined  to
exercise its ROFO,  and (iii) the closing of the sale of the Offer Property must
occur not later than eighteen (18) months after the date Killington  declined to
exercise its ROFO.  If any of the  conditions in clauses (i) through (iii) above
are not  satisfied  in the  time  periods  provided  above,  the  ROFO  shall be
reinstated with respect to the applicable Offer Property and the Managing Member
shall again be required to cause the Company to offer to sell the Offer Property
to Killington  prior to selling it to a third party by delivering a supplemental
Offer Notice  setting forth the  applicable  (revised or reduced as  applicable)
Offer Price and other relevant terms of the offer.  The sale of less than all of
the First Offer  Property  shall not  extinguish  the ROFO as to the  portion(s)
thereof not sold, and the ROFO shall continue to apply to the unsold portions on
the terms set forth above.  Notwithstanding the foregoing, the ROFO (i) shall be
subordinate to the liens and security interests of any lender of Company holding
a lien on Company Assets,  (ii) shall not apply to sales or transfers of Company
Assets to  Affiliates or the transfers  described in Section  4.1(e)  (provided,
however, such ROFO shall survive any such transfer to any Affiliate and shall be
binding on such  Affiliates  and shall apply to any sale or transfer by any such
Affiliate  during  the ROFO  Period),  and (iii)  shall  not apply to  Developed
Property.

                                   ARTICLE 5

                              COMPENSATION AND FEES

     5.1  Reimbursement  of  Expenses.  The  Company  shall pay to the  Managing
Member,  as and when requested,  the amounts necessary to reimburse the Managing
Member for the  direct,  third  party,  out-of-pocket  expenses  incurred by the
Managing Member in administering the Company hereunder. In addition, the Company
shall  pay to the  Managing  Member,  as and  when  requested,  (a) the  amounts
necessary to reimburse the Managing Member for the travel expenses and any fees,
salaries, benefits, commissions and other compensation or reimbursements paid to
or for the benefit of any Officers or  employees of the Company,  (b) the amount
of the normal and customary overhead expenses  anticipated to be incurred by the
Managing  Member in the  execution of its duties for the Company with respect to
the period in question that are properly allocable to the business,  operations,
and  activities  of the Company,  including  an allocable  portion of the travel
expenses and any fees, salaries, benefits, commissions and other compensation or
reimbursements  paid to or for the benefit of any  officers or  employees of the
Managing Member, including specifically, Steven P. Selbo. .

                                       13
<PAGE>

     5.2 No Additional  Fees. As of the date of this Agreement,  the Company has
not agreed to pay any fees to a Member or its Affiliate  other than as set forth
in this Article 5.

                                   ARTICLE 6

              COVENANTS, WARRANTIES AND REPRESENTATIONS OF MEMBERS

     6.1  Representations  and  Warranties of SP. In addition to the  covenants,
warranties and representations made elsewhere in this Agreement,  SP does hereby
covenant, warrant and represent that, as of the date of this Agreement:

     (a) SP has all requisite  power and authority to enter into this  Agreement
and to consummate the transactions contemplated hereby.

     (b) All acts and other proceedings  required to be taken by SP to authorize
the execution,  delivery and performance of this Agreement and the  consummation
of the transactions contemplated hereby have been duly and properly taken.

     (c)  This  Agreement  has  been  duly  executed  and  delivered  by SP  and
constitutes the valid and binding  obligation of SP,  enforceable  against it in
accordance  with its terms,  except as may be limited by bankruptcy,  insolvency
and other similar laws and general equitable principles.

     (d) SP has obtained all approvals  and consents  required to be obtained by
it in connection with the execution and delivery of this Agreement by SP and the
consummation  of the  transactions  contemplated  hereby  from all  governmental
authorities  having any  approval  rights with  respect  thereto and all Persons
having consent rights, to the extent that the failure to obtain such approval or
consent would have a material adverse effect on the Company or its assets.

     (e) SP has not contracted  with or authorized any broker,  agent, or finder
to act on its  behalf  with  respect  to  this  Agreement,  the  Company  or the
Development Property.

     6.2  Representations  and  Warranties  of  Killington.  In  addition to the
covenants,  warranties and  representations  made  elsewhere in this  Agreement,
Killington does hereby  covenant,  warrant and represent that, as of the date of
this Agreement:

     (a) Killington has all the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.

     (b) All acts and other  proceedings  required to be taken by  Killington to
authorize the  execution,  delivery and  performance  of this  Agreement and the
consummation of the transactions contemplated hereby have been duly and properly
taken.

     (c) This  Agreement has been duly executed and delivered by Killington  and
constitutes the valid and binding obligation of Killington,  enforceable against
it in  accordance  with its  terms,  except  as may be  limited  by  bankruptcy,
insolvency and other similar laws and general equitable principles.

                                       14
<PAGE>

     (d)  Killington  has obtained  all  approvals  and consents  required to be
obtained by it in connection  with the execution and delivery of this  Agreement
by Killington and the consummation of the transactions  contemplated hereby from
all governmental authorities having any approval rights with respect thereto and
all Persons having consent rights, to the extent that the failure to obtain such
approval or consent would have a material  adverse  effect on the Company or its
assets.

     (e) Killington  has no actual  knowledge of any litigation or the threat of
any litigation, including any condemnation proceedings,  affecting or concerning
the Company, the Development Property, title to the Development Property (or any
water,  utility,  development  or other rights with  respect to the  Development
Property) or any right to use or develop the Development Property.

     (f) Except for the contracts,  agreements and title exceptions specifically
listed and described on Exhibit D attached hereto,  the Development  Property is
currently not encumbered or subject to any management,  service, supply or other
agreements, contracts, or arrangements with any party.

     (g) Killington  has disclosed to SP all material  facts and  information of
which  Killington  or  its  Affiliates  have  actual  knowledge  concerning  the
Development Property. No statement of fact made by or on behalf of Killington to
SP  contains  any  untrue  statement  of a  material  fact or omits to state any
material fact necessary to make such statements not misleading.

     (h) Killington has not contracted with or authorized any broker,  agent, or
finder to act on its behalf with respect to this Agreement,  the Company, or the
Development Property.

                                   ARTICLE 7

                               BOOKS AND RECORDS;
                           AUDITS; CERTAIN TAX MATTERS

     7.1 Books and Records; Audits; Certain Tax Matters.

     (a) Books and  Records.  The  Managing  Member  shall keep and maintain the
books and records of the Company and the Company Assets, which shall be prepared
in accordance  with  [generally  accepted  accounting  principles]  consistently
applied.  Any Member  shall have  access to such  books and  records  upon prior
written  notice,  and each shall have the right to copy said  records at its own
expense.

     (b) Where Maintained.  The books, accounts and records of the Company shall
at all times be maintained at the principal office of the Company.

     (c) Audits;  Access to  Information  by Members.  Upon at least thirty (30)
days notice to the Managing Member, any Member may, at its option and at its own
expense,  conduct audits of the books,  records and accounts of the Company. The
Managing Member shall provide the Member's appraisers,  accountants and advisors
with access to all information related to the value of the Company Assets and to
the management  personnel  involved directly or indirectly in the affairs of the
Company and shall cause such  personnel to  cooperate  fully with such Member or
its designees and to furnish information requested by it or its designees, as to
the status of the affairs of the Company.

                                       15
<PAGE>

     (d) Reports.  The Managing Member shall prepare and distribute such reports
and information to the Members as shall be reasonably  requested by such Members
in order to enable them to be fully  informed  about the affairs of the Company.
In addition,  the Managing  Member  shall  deliver to the Members  copies of any
reports  furnished by the Company to the holders of any Loans or Mortgages on or
secured by the Company  Assets.  Further,  not later than ninety (90) days after
the end of each Fiscal  Year,  the Company  shall  provide  certified  financial
statements and other  financial  information  concerning  the Company,  so as to
allow each Member and its  Affiliates  to timely  file all  necessary  U.S.  tax
returns and to publish relevant financial statements.

     (e) Tax Returns.  The Managing  Member shall prepare and file (or cause the
Company's  accountants  to prepare and file) in a timely manner after the end of
each  Fiscal Year all  federal,  state and local tax returns for the Company for
such Fiscal Year and shall cause a copy thereof to be delivered to the Members.

     (f) Cost of Accounting and Statements. Any costs incurred by the Company or
the Managing Member in connection with the foregoing  subsections (a), (c), (d),
and (e) shall be an expense of the Company.

     (g) Tax Matters  Partner.  The  Managing  Member  shall have full power and
authority  to act for the Company and the Members as "Tax Matters  Partner",  as
defined  in  Section   6231(a)(7)   of  the  Code,   with  all  the  rights  and
responsibilities  of that position described in Sections 6222-32 of the Code and
to act in any similar  capacity  under  applicable  state or local law.  The Tax
Matters  Partner  shall  keep  the  Members  informed  as to the  status  of any
correspondence  or communication  that relates to (or may culminate in) an audit
of the  Company's  income,  employment  or payroll tax  affairs by the  Internal
Revenue  Service.  The Company shall  reimburse the Tax Matters  Partner for all
costs and  expenses  incurred  by it in the  exercise  of the rights  and/or the
performance  of the  responsibilities  referred to in this  Section 7.1(g).  The
Company  shall  indemnify  and hold  harmless  the Tax Matters  Partner from all
claims,  liabilities,  costs and expenses,  including reasonable attorneys' fees
and court  costs,  incurred  by it in the  exercise  of the  rights  and/or  the
performance of the responsibilities referred to in this Section 7.1(g).

                                   ARTICLE 8

                  CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS

     8.1 Capital  Accounts.  A "Capital  Account"  shall be maintained  for each
Member. The Members' Capital Accounts shall be, as of the date hereof, initially
equal to:  $1,500,000,  in the case of  Killington,  and $100 in the case of SP.
Such  Capital  Account  shall  thereafter  be  increased  by (i) the  amount  of


                                       16
<PAGE>

additional  cash  (including  with respect to SP only,  any  Additional  Capital
Contributions  hereafter made by SP pursuant to Section 3.2 hereof) and the fair
market  value of any  additional  property  contributed  by such  Member  to the
capital of the Company (net of liabilities secured by such contributed  property
that the Company is considered to assume or to take subject to under Section 752
of the Code), (ii) the amount of any Profits (as defined in Exhibit C) allocated
to such Member  pursuant  to Section  8.2(a) and (iii) the amount of any special
allocations of income or gain to such Member  pursuant to Section 2.1 of Exhibit
C and  decreased  by (a) the amount of money  distributed  to such Member by the
Company, (b) the fair market value of any property distributed to such Member by
the Company (net of liabilities  secured by such distributed  property that such
Member is  considered  to assume or take  subject  to under  Section 752  of the
Code),  (c) the amount of any Losses (as defined in Exhibit C) allocated to such
Member pursuant to Section 8.2(b)  and (d) the amount of any special  allocation
of deductions or losses to such Member pursuant to Section 2.1 of Exhibit C. The
foregoing Capital Account  definition and the other provisions of this Agreement
relating to the  maintenance  of Capital  Accounts  are  intended to comply with
Regulation Section 1.704-1(b),  and shall be interpreted and applied in a manner
consistent with such Regulations.

     8.2 Allocations.

     (a) Except as  provided in Section 2.1 of Exhibit C, and subject to Section
2.2 of Exhibit C, any Profits realized by the Company for a Fiscal Year shall be
allocated among the Members as follows and in the following order of priority.

          (i) First,  Profits shall be allocated among the Members in proportion
     to the deficit balances in their  respective  Capital  Accounts,  until the
     deficit balance in each such Member's Capital Account has been eliminated.

          (ii) Next,  Profits  shall be  allocated  to each  Member to the least
     extent  necessary to cause such Member's  Capital  Account balance to equal
     the sum of its Unpaid Initial Preferred Return and its Unrecovered  Initial
     Preference Amount.

          (iii) Next,  Profits  shall be  allocated  to each Member to the least
     extent  necessary to cause such Member's  Capital  Account balance to equal
     the sum of its Unpaid Initial  Preferred  Return,  its Unrecovered  Initial
     Preference  Amount,  its  Unpaid  Additional   Preferred  Return,  and  its
     Unrecovered Additional Preference Amount.

          (iv) Then, all remaining Profits shall be allocated among the Members,
     pro rata in accordance with their respective Membership Percentages.

     (b) Except as  provided in Section 2.1 of Exhibit C, and subject to Section
2.2 of Exhibit C, any Losses  realized by the Company for a Fiscal Year shall be
allocated among the Members as follows and in the following order of priority.

          (i)  First,  Losses  shall be  allocated  to each  Member to the least
     extent  necessary to reduce such  Member's  Capital  Account  balance to an
     amount  equal  to the  sum of its  Unpaid  Initial  Preferred  Return,  its
     Unrecovered  Initial Preference  Account,  its Unpaid Additional  Preferred
     Return, and its Unrecovered Additional Preference Amount.

                                       17
<PAGE>

          (ii)  Next,  Losses  shall be  allocated  to each  Member to the least
     extent  necessary to reduce such  Member's  Capital  Account  balance to an
     amount  equal to the sum of its  Unpaid  Initial  Preferred  Return and its
     Unrecovered Initial Preference Account.

          (iii) Next,  Losses shall be allocated among the Members in proportion
     to their respective  positive Capital Account  balances,  until the Capital
     Account balance of each such Member is reduced to zero (0).

          (iv) Then, all remaining  Losses shall be allocated  among the Members
     according to their respective Membership Percentages.

     8.3 Distributions.  Subject to the provisions of Section 9.2, undistributed
Cash Flow, if any, in excess of reserves provided for in the definition of "Cash
Flow," shall be distributed to the Members periodically as follows:

     (a) First, to each Member,  in proportion to the amount of their respective
Unpaid Initial Preference Returns,  until such Member's Unpaid Initial Preferred
Return has been reduced to zero (0);

     (b) Second, to each Member, in proportion to the amount of their respective
Unrecovered Initial Preference Amounts,  until such Member's Unrecovered Initial
Preference Amount has been reduced to zero (0);

     (c) Third, to each Member,  in proportion to the amount of their respective
Unpaid  Additional  Preference  Returns,  until such Member's Unpaid  Additional
Preferred Return has been reduced to zero (0);

     (d) Fourth, to each Member, in proportion to the amount of their respective
Unrecovered  Additional  Preference  Amounts,  until such  Member's  Unrecovered
Additional Preference Amount has been reduced to zero (0); and

     (e) Fifth,  to the Members,  pro rata in accordance  with their  respective
Membership Percentages.

     8.4  Withholding.  The  Managing  Member is  authorized  to  withhold  from
distributions  to the  Members  and to pay  over  to  federal,  state  or  local
government  authorities any amounts  required to be so withheld  pursuant to the
Code or any other applicable federal,  state or local law and shall allocate any
amounts so withheld to the  Members.  Any amounts so allocated to a Member shall
be treated as an amount  distributed  to such Member  pursuant to this Article 8
for all purposes of this Agreement.

     8.5 Final Distribution. The final distributions following dissolution shall
be made in accordance with the provisions of Section 9.2.

                                       18
<PAGE>

                                   ARTICLE 9

                                  DISSOLUTION

     9.1  Dissolving  Events.  The  Company  shall be  dissolved  in the  manner
hereinafter provided upon the happening of any of the following events:

     (a)  the  written  agreement  of the  Members  holding  51% or  more of the
Membership Interests in the Company to terminate the Company;

     (b) the disposition of all or  substantially  all of the Company Assets and
the collection of all amounts derived from any such  disposition,  including all
amounts payable to the Company under any promissory  notes or other evidences of
indebtedness derived by the Company from any such disposition; or

     (c) any other event which under  applicable law would cause the dissolution
of the Company,  provided,  however, that, unless required by law or objected to
by Members holding 51% or more of the Membership  Interests in the Company,  the
Company  shall not be  liquidated  as a result of any such event and the Company
shall be reconstituted.

     9.2  Methods  of   Liquidation.   If  the  Company  is  dissolved  and  not
reconstituted,  an accounting of the Company assets,  liabilities and operations
through the last day of the month in which the dissolution  occurs shall be made
by the  Managing  Member,  and the affairs of the Company  shall be wound up and
terminated.  The Managing Member shall serve as the  liquidating  trustee of the
Company.  The  liquidating  trustee  shall be  responsible  for  winding  up and
terminating  the  affairs of the  Company  and shall  determine  all  matters in
connection therewith  (including the arrangements to be made with creditors,  to
what  extent and under what terms the assets of the  Company  are to be sold and
the amount or necessity of cash reserves to cover contingent  liabilities) as it
deems advisable and proper.  The liquidating  trustee thereafter shall liquidate
the assets of the Company as promptly as is consistent  with  obtaining the fair
value thereof,  and the proceeds therefrom,  to the extent sufficient  therefor,
shall be applied and distributed in accordance with the following:

     (a) First,  to the  payment of the debts and  liabilities  of the  Company,
other than to the Members,  and to the expenses of  liquidation  in the order of
priority as provided by law; then

     (b) Second,  to the  establishment  of, or addition to, any reserves deemed
necessary  by  the   liquidating   trustee  for  any  contingent  or  unforeseen
liabilities  or  obligations of the Company;  provided,  however,  that any such
reserves established  hereunder may be paid over to a bank or other escrow agent
to be held in escrow for the purpose of paying any such contingent or unforeseen
liabilities  or  obligations  and,  at the  expiration  of  such  period  as the
liquidating  trustee  deems  advisable,  of  distributing  the  balance  of such
reserves in the manner provided hereinafter in this Section 9.2; then

     (c) Third,  to the Members in  accordance  with the order and  priority set
forth in Section 8.3 (and subject to the provisions of Section 8.4).

                                       19
<PAGE>

     The vote of Members holding 51% or more of the Membership  Interests in the
Company  shall be  sufficient to continue the life of the Company in the event a
termination of the Company would otherwise have occurred.

     9.3 Reasonable Time for Liquidating. A reasonable time shall be allowed for
the orderly liquidation of the Company's assets pursuant to Section 9.2 above in
order to minimize the losses normally attendant upon such a liquidation.

     9.4 Date of  Liquidation.  The Company shall be liquidated  and  terminated
when all of its assets have been converted  into cash,  all promissory  notes or
other evidences of  indebtedness  derived by the Company from such conversion of
its assets have been  collected  or otherwise  converted  into cash and all such
cash has been applied and  distributed  in  accordance  with the  provisions  of
Section 9.2  above. The  establishment of any reserves shall not have the effect
of extending the term of the Company,  but such reserves shall be distributed in
accordance with  Section 9.2 and in the manner and within the time period as the
liquidating trustee deems advisable and appropriate.

     9.5  Withdrawals.  The Members do hereby covenant and agree that they shall
not  withdraw  or retire  from the  Company  except  as a result of a  permitted
Transfer of their entire  respective  Membership  Interests  and that they shall
carry out their  duties  and  responsibilities  hereunder  until the  Company is
terminated, liquidated and dissolved under this Article 9.

                                   ARTICLE 10

                           SALE; ASSIGNMENT; TRANSFER

     10.1 Transfers of Interests in Company.

     (a) Except as otherwise  permitted in this Article 10,  no Member may sell,
transfer,  assign, convey or otherwise dispose of or Pledge or encumber,  either
directly  or  indirectly,  voluntarily  or by  operation  of law  (collectively,
"Transfer"),  all or any  part  of its  Membership  Interest.  Any  such  act in
violation of this Section 10.1(a) shall be null and void ab initio. The approval
of any such  transaction in any one or more  instances  shall not limit or waive
the requirement for such approval in any other or future  instance.  In no event
shall  less  than  all  of the  Membership  Interest  of a  Member  be  directly
Transferred by any Member.  All Transfers  hereinafter  permitted are subject to
Sections 10.3, 10.4 and 10.5.

     (b)  Notwithstanding  the  provisions  of  Section 10.1(a),  but subject to
satisfaction of Sections 10.3,  10.4 and 10.5,  Transfers of direct and indirect
interests in SP shall be permitted,  without the consent of the Members,  to the
extent such Transfers are expressly  permitted by Section  10.1(b) or 10.1(c) of
the  SP  LLC  Agreement.   Additionally,   notwithstanding   the  provisions  of
Section 10.1(a),  SP shall have the right, without the consent of Killington, to
Pledge,  encumber or  otherwise  grant  security  interests  in SP's  Membership
Interest in the Company to Fleet National Bank as additional security for a loan
to SP by Fleet National Bank.

     (c)  Notwithstanding  the  provisions  of Section  10.1(a),  but subject to
satisfaction of Sections 10.3, 10.4 and 10.5, (i) Killington may Transfer all of
its Membership  Interest in the Company to an Affiliate of  Killington,  without


                                       20
<PAGE>

the consent of SP, (ii)  Killington may Transfer all of its Membership  Interest
in the Company to any third  party which  acquires  all of  Killington's  right,
title and interest in the Killington  Resort,  provided (x) SP receives at least
fifteen (15) days prior written notice of such Transfer,  and (y) Killington and
the   applicable   transferee   have  fully  complied  with  the  provisions  of
Sections 10.3,  10.4 and 10.5, (iii) Transfers of direct and indirect  interests
in  Killington  shall  be  permitted,  without  the  consent  of SP,  so long as
Killington  remains  an  Affiliate  of ASC  following  any such  Transfer,  (iv)
Transfers  to any lender  making a loan to  Killington  in  connection  with the
ownership and operation of the  Killington  Resort shall also be permitted,  and
(v) Transfers to any lender  making a loan to Company or SP in  connection  with
the ownership and operation of Company Assets or SP's assets.  Any change in the
ownership of the investors  holding a direct or indirect  interest in Killington
shall not be deemed a Transfer unless as a result of the change  Killington does
not remain an Affiliate of ASC.

     10.2 Restraining Order; Specific Performance; Other Remedies.

     (a) In the event  that any Member  shall  attempt  to  Transfer  all or any
portion of any Membership Interest in the Company in violation of the provisions
of this  Agreement and any rights hereby  granted,  then the other  Members,  in
addition to all rights and remedies hereunder, at law and/or in equity, shall be
entitled to a decree or order  restraining and enjoining such Transfer,  and the
offending  party  shall not plead in  defense  thereto  that  there  would be an
adequate remedy at law; it being hereby  expressly  acknowledged and agreed that
damages at law shall be an inadequate  remedy for a breach or threatened  breach
or violation of the provisions concerning Transfers set forth in this Agreement.

     (b) In addition,  it is expressly  agreed that the remedy at law for breach
of any of the  obligations  set forth in Section 10.1 is  inadequate  in view of
(i) the  complexities  and  uncertainties  in measuring the actual  damages that
would be sustained by reason of the failure of a party to comply fully with each
of said obligations and (ii) the uniqueness of each Member's business and assets
and the  relationship  of the  Members.  Accordingly,  in  addition to all other
remedies available at law or in equity, each of the aforesaid  obligations shall
be, and is hereby expressly made, enforceable by specific performance.

     10.3  Compliance  with Law. The Members  hereby agree that no sale or other
Transfer of any interest in the Company  shall be made which would result in (a)
the violation of any  applicable  law,  order,  rule or regulation of the United
States of America or the States of Delaware or Vermont to the extent  applicable
to such sale or other  Transfer,  including the United States  Securities Act of
1933, as amended,  or (b) a breach or default under the terms of any Mortgage or
any other Fleet Loan Document (as defined in the SP LLC Agreement).

     10.4 Substitute  Members.  In the event any Member Transfers its Membership
Interest  in  compliance  with the  other  provisions  of this  Article 10,  the
transferee  thereof shall have the right to become a  substituted  Member of the
Company only upon satisfaction of the following:

     (a) the transferring  Member and its transferee execute such instruments as
any other  Member  deems  reasonably  necessary  or  desirable  to  effect  such
substitution;

                                       21
<PAGE>

     (b) the transferee  accepts and agrees in writing to be bound by all of the
terms and  provisions of this  Agreement  accruing on and after the date of such
substitution in accordance with this Section 10.4; and

     (c) except in connection with substitution of membership resulting from the
exercise of any rights and remedies of a lender holding a security interest on a
Membership  Interest and the initial  transfer by such lender or its  affiliated
nominee thereafter,  such transferee pays a transfer fee to the Company which is
sufficient  to  cover  all  reasonable   expenses,   including   attorneys'  and
accountants'  fees,  transfer taxes and expenses  incurred by the Company or its
Members in connection  with the admission of such Person as a Member,  including
any amendment to this Agreement.

     10.5 Overall Transfer Prohibitions.

     (a) Notwithstanding anything to the contrary herein contained, except for a
Transfer  pursuant to Sections  10.1(c)(iv)  and (v) hereof,  no interest in the
Company may be  Transferred,  directly or  indirectly,  if the  non-Transferring
Member(s)  delivers to the Member desiring to effect such Transfer an opinion of
counsel,  with  reasonable  experience and expertise with respect to the subject
matter of the opinion,  that the Transfer would impose  material  adverse tax or
legal  consequences  upon the  Company or any  non-Transferring  Member(s)  as a
result thereof, including resulting in a default under any Loan (which is deemed
for those purposes to have such a material adverse effect),  except that, if the
opinion states that the Transfer  would effect no material  adverse tax or legal
consequences,  other than a tax termination of the Company,  the interest in the
Company may be transferred.

     (b) In order to afford the  non-Transferring  Member(s)  sufficient time to
determine  whether  or not it should  obtain an  opinion  of  counsel  described
herein,  the Member  whose  interest  in the Company is to be the subject of any
Transfer  shall,  if not otherwise  required  pursuant to any other provision of
this Article 10,  give the non-Transferring Member(s) at least thirty (30) days'
written notice prior to attempting to effect any such Transfer.

     10.6  Section 754  Election.  Upon the  request of any Member  transferring
substantially  all of its  Membership  Interest in the Company  pursuant to this
Agreement,  or upon the request of the  transferee,  the  Company  shall file an
election  pursuant  to  Section 754  of the Code to adjust  the basis of Company
property in the manner provided in Section 743 of the Code. The incremental cost
of making  such an election  shall be borne by the  requesting  party;  provided
that, if the requesting  party is the  transferor  and such  transferor is not a
Member immediately after such transfer,  or subsequently  ceases to be a Member,
such cost shall be borne by the transferee.

     10.7  Release of  Liability.  In the event any Member shall sell its entire
interest  in the  Company  (other  than in a sale of the  Company  Assets or the
entire Membership Interests of all Members) in compliance with the provisions of
this Agreement without  retaining any interest therein,  directly or indirectly,
then the transferring  Member shall be relieved of any further liability arising
hereunder for events occurring from and after the date of such Transfer.

                                       22
<PAGE>

                                   ARTICLE 11

                                    NOTICES

     11.1 In Writing; Address. All notices, demands, consents, reports and other
communications  provided  for in this  Agreement  shall be in writing,  shall be
given by a method prescribed in Section 11.2 and shall be given to the Member to
whom it is addressed at the address set forth below or at such other address(es)
as such party hereto may hereafter  specify by at least fifteen (15) days' prior
written notice.

         To SP:                             SP Land Company, LLC
                                            c/o Eiger, Inc.
                                            5855 Sandy Springs Circle
                                            Suite 200
                                            Atlanta, Georgia 30328
                                            Attn:  Steven P. Selbo
                                            Fax:     (404) 236-0107

         With a copy to:                    Ski Partners LLC
                                            c/o Eiger, Inc.
                                            500 Crescent Court
                                            Suite 300
                                            Dallas, Texas 75201
                                            Attn:  Paul E. Rowsey, III
                                            Fax:     (214) 756-6599

         With a copy to:                    Baker Botts L.L.P.
                                            2001 Ross Avenue
                                            Dallas, Texas 75201-2980
                                            Attn:  Mark D. Van Kirk
                                            Fax:     (214) 661-4593

         To Killington:                     Killington, Ltd.
                                            4763 Killington Access Road
                                            Killington, Vermont 05751-4746
                                            Attn:  Allen W. Wilson
                                            Fax:     (802) 422-6762

         With a copy to:                    American Skiing Company
                                            One Monument Way
                                            Portland, Maine 04101
                                            Attn:  Foster Stewart
                                            Fax:     (207) 791-2607

     Any party  hereto may change the address to which  notice may be  delivered
hereunder  by the  giving of  written  notice  thereof  to the other  Members as
provided in Section 11.2 below.

                                       23
<PAGE>

     11.2  Method.  Such notice or other  communication  may be mailed by United
States certified mail, return receipt requested, postage prepaid, deposited in a
United  States post  office or a  depository  for the receipt of mail  regularly
maintained by the Post Office. Such notices,  demands,  consents and reports may
also be delivered (i) by hand or nationally  recognized  overnight courier which
maintains  evidence of receipt or (ii) by  facsimile  with a  confirmation  copy
delivery by overnight courier which maintains evidence of receipt.  Any notices,
demands, consents or other communications shall be deemed given when received at
the  address  for  which  such  party has given  notice in  accordance  with the
provisions  hereof  if  received  on a  Business  Day and if not  received  on a
Business Day, then on the next Business Day.  Notwithstanding the foregoing,  no
notice or other  communication shall be deemed ineffective because of refusal of
delivery to the address  specified  for the giving of such notice in  accordance
herewith.  Notice  shall be  effective  only upon  receipt or refusal of receipt
after  delivery in  accordance  with the methods  hereinabove  set forth in this
Section 11.2.

                                   ARTICLE 12

                                  MISCELLANEOUS

     12.1 Additional  Documents and Acts. In connection with this Agreement,  as
well as all transactions  contemplated by this Agreement,  each Member agrees to
execute and deliver such  additional  documents and  instruments  and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms,  provisions  and  conditions of this Agreement and
all such transactions.

     12.2  Governing  Law and  Jurisdiction.  This  Agreement,  the  rights  and
obligations  of the parties hereto and any claims or disputes  relating  thereto
shall be governed by and construed in  accordance  with the laws of the State of
Delaware (other than the choice of law rules).

     12.3 Pronouns.  All pronouns and any variations  thereof shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the Person or Persons may require.

     12.4 Entire Agreement.  This instrument  contains all of the understandings
and agreements of whatsoever kind and nature existing between the parties hereto
with  respect  to this  Agreement  and the  rights,  interests,  understandings,
agreements and obligations of the respective parties pertaining to the formation
and continuing  operations of the Company.  Representatives  of all parties have
participated  equally in the  negotiation  and drafting of this  Agreement,  and
accordingly,  this Agreement  shall not be more strictly  construed  against any
party hereto on account of the role played by such party's representative in the
negotiation and drafting hereof.

     12.5  References  to this  Agreement.  Numbered  or lettered  Articles  and
Sections  herein  contained  refer to Articles  and  Sections of this  Agreement
unless otherwise expressly stated.

                                       24
<PAGE>

     12.6 Headings.  All headings  herein are inserted only for  convenience and
ease  of  reference  and  are  not  to be  considered  in  the  construction  or
interpretation of any provision of this Agreement.

     12.7 Binding Effect. Except as herein otherwise expressly stipulated to the
contrary,  this Agreement  shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
permitted assigns.

     12.8  Counterparts.   This  Agreement  may  be  executed  in  a  number  of
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one and the same Agreement.

     12.9  Amendments.  This  Agreement may not be amended,  altered or modified
except by a written instrument signed by each of the Members.

     12.10 Estoppel Certificates. Each Member agrees, upon written demand of any
other  Member,  to execute and deliver to the other  Member(s),  within ten (10)
days after such demand (which  demand shall make  reference to such ten (10) day
response period), a certificate stating that this Agreement is unmodified and in
full force and effect (or, if this Agreement has been modified, that the same is
in full force and effect as modified and stating such modifications), whether or
not, to the best  knowledge  of such Member,  there exists any material  default
hereunder  and if so,  specifying  the  details of such  default  and such other
matters as the other Member(s) may reasonably request.

     12.11 Exhibits.  All Exhibits  attached hereto are incorporated  herein and
made a part hereof by this reference.

     12.12 Severability. Every provision of this Agreement is hereby declared to
be independent of, and separable from,  every other provision of this Agreement.
If any  such  provisions  shall be held to be  invalid  or  unenforceable,  that
holding shall be without effect upon the validity or enforceability of any other
provision of this Agreement.  It is the intention of the parties hereto that, in
lieu of each  provision of this  Agreement  which is determined to be invalid or
unenforceable,  there  shall  be  added,  as  part of  this  Agreement,  such an
alternative  provision as may be valid or enforceable  but otherwise as close to
the applicable original provision as possible.

     12.13 Waiver; Modification. Failure by any Member to insist upon or enforce
any of its rights  shall not  constitute  a waiver  thereof,  and nothing  shall
constitute a waiver of such Member's right to insist upon strict compliance with
the  provisions  hereof.  Any Member may waive the benefit of any  provision  or
condition for its benefit contained in this Agreement.

     12.14  Third-Party  Beneficiaries.   This  Agreement  is  made  solely  and
specifically  between  and for the  benefit  of the  parties  hereto  and  their
respective  successors  and  assigns  subject to the express  provisions  hereof
relating  to  Transfers,  and no other  Person or party  shall have any  rights,
interest or claims  hereunder or be entitled to any benefits under or on account
of this Agreement as a third-party beneficiary or otherwise.

                                       25
<PAGE>

     12.15  Reliance  on  Authority  of  Person  Signing  Agreement;  Designated
Representatives; Authority of Managing Member.

     (a) In the event that a Member is a partnership, limited liability company,
limited  partnership,  joint  venture,  corporation  or any entity  other than a
natural  person,  the  Members  and the  Company  (i) shall  not be  required to
determine  the  authority  of the  Person  signing  this  Agreement  to make any
commitment or  undertaking  on behalf of such entity or to determine any fact or
circumstance  bearing  upon  the  existence  of the  authority  of such  Person;
(ii) shall not be required to see to the application or distribution of proceeds
paid or credited to Persons  signing this Agreement or any document  executed in
connection  herewith on behalf of such entity;  and  (iii) shall  be entitled to
rely on the  authority of the Person  signing this  Agreement or any document in
connection  herewith  with respect to the voting of the  Membership  Interest of
such  entity and with  respect to the giving of consent on behalf of such entity
in connection  with any matter for which consent is permitted or required  under
this Agreement or any document in connection herewith.

     (b) Each  Member  shall  designate  in writing to the  Company  one or more
representatives  who shall be authorized to act under this  Agreement for and on
behalf of such Member. Any act, approval,  consent or vote of any representative
of a Member  that is so  designated  shall be  deemed  to be the act,  approval,
consent or vote of said  Member,  and no Person,  including  the Company and the
other  Members,  shall  be  required  to  inquire  into  the  authority  of such
representative as to such act, approval, consent or vote on behalf of the Member
who has designated said representative.  Any representative may be replaced by a
successor  representative  by written notice to the Company and designation of a
substitute for such representative.  Until written notice of any change is given
pursuant   to   Article 11,   the   designated   representatives    ("Designated
Representative(s)") of the Members shall be as provided on Exhibit B.

     (c) In dealing  with the  Managing  Member,  no Person shall be required to
inquire as to its authority to bind the Company.  Any act of the Managing Member
purporting to bind the Company shall bind the Company. The Managing Member shall
have the full right and authority to execute and deliver any and all agreements,
contracts, documents and instruments relating to the business and affairs of the
Company  without the joinder of the other Members or any other  Person,  and any
Person  dealing with the Company may rely upon the Managing  Member's  execution
and delivery of any agreement,  contract,  document or instrument as the act and
deed  of  the  Company,   without  the   necessity   for  further   inquiry  and
notwithstanding any other provision of this Agreement.

     12.16 Indemnity. Except as provided in this Section 12.16,  the Company, to
the extent of its assets,  shall and does hereby  indemnify the Managing  Member
and any Officers of the Company against,  and agree to hold, save and defend the
Managing  Member and any such Officers  wholly  harmless  from,  any  liability,
claim, cause of action, loss, expense or damage (including reasonable attorneys'
fees and expenses  and court costs  actually  incurred)  suffered or incurred by
such party by reason of anything the Managing  Member or any such Officer may in
good faith do or refrain from doing for or on behalf of the  Company;  provided,
however, that the Company shall not be required to indemnify the Managing Member
or any such Officer for any liability,  claim, cause of action, loss, expense or
damage which such the Managing Member or any such Officer may suffer or incur as
a result of its fraud, willful misconduct or gross negligence.

                                       26
<PAGE>

     12.17 Herein. Wherever used in this Agreement, the words "herein," "hereof"
or words of similar  import  shall be deemed to refer to this  Agreement  in its
entirety and not to a specific section unless otherwise stated.

     12.18  Including.  Wherever used in this  Agreement,  the word  "including"
shall be deemed to mean "including, without limitation."

     12.19 Cost of  Counsel.  In any  judicial  action  between  the  parties to
enforce any of the  provisions of this Agreement or any right of any party under
this Agreement, regardless of whether such action or proceeding is prosecuted to
judgment and in addition to any other remedy,  the unsuccessful  party shall pay
to the prevailing party all costs and expenses,  including reasonable attorneys'
fees and expenses,  incurred  therein by the prevailing party in connection with
such action.

     12.20  Days.  Unless  otherwise  stated,  a day  shall be  deemed to mean a
calendar day.

     12.21 Time of Essence.  Time is the essence of each and every  provision of
this Agreement.

     12.22 General  Exculpation.  Notwithstanding  any  provision  hereof to the
contrary, in no circumstances shall a member,  shareholder,  partner,  director,
officer, employee or agent ("Special Party") of a Member (direct or indirect) or
of a Special Party of a Member hereto (direct or indirect) be personally  liable
for any of the  obligations  of such Member under this  Agreement  except to the
extent, if any, provided in any separate agreement now or hereafter executed and
delivered by such Special Party.

     12.23 Partition. Each of the Members irrevocably waives, during the term of
the Company and during any period of its liquidation  following any dissolution,
any right that it may have to  maintain  any action for  partition  in kind with
respect to any of the assets of the Company.

     12.24  Securities  Trading of  Membership  Interests.  The  parties to this
Agreement acknowledge and agree that the Membership Interests of the Company (i)
are not and will not be dealt in or  traded  on a  securities  exchange  or in a
securities market, (ii) are not and will not be an "investment company security"
(as defined in Section 8-103(b) of the Uniform Commercial Code or the equivalent
thereof),  (iii)  are  not  securities  governed  by  Article  8 of the  Uniform
Commercial Code of any jurisdiction, and (iv) are not and will not be held in or
credited to a securities  account.  The parties to this Agreement  further agree
that the Membership Interests will not be certificated without the prior written
consent of Fleet  National  Bank, for so long as Fleet National Bank is a lender
to SP.

                                       27
<PAGE>

                  EXECUTED as of the date first above written.

                                    SP:

                                    SP LAND COMPANY, LLC,
                                    a Delaware limited liability company

                                    By: SKI PARTNERS LLC,
                                        a Delaware limited liability company,
                                        its managing member

                                        By:
                                        Name:
                                        Title:

                                    KILLINGTON:

                                    KILLINGTON, LTD.,
                                    a Vermont corporation

                                    By:
                                    Name:
                                    Title:

                                       28
<PAGE>

                                    EXHIBIT A

                       DESCRIPTION OF DEVELOPMENT PROPERTY



                                      A-1

<PAGE>


                                   EXHIBIT B

                           DESIGNATED REPRESENTATIVES

                             Designated
Member                       Representative(s)

1.  SP                       Paul E. Rowsey, III (Initial Advisory Board Member)
                             Steven P. Selbo (Initial Advisory Board Member)

2.  Killington               Allen W. Wilson (Initial Advisory Board Member)


                                       B-1

<PAGE>

                                    EXHIBIT C

                                   TAX EXHIBIT

                                    ARTICLE I

                                 TAX DEFINITIONS


     Section 1.1 Definitions.  All capitalized  terms used herein shall have the
meanings  assigned to them in the Limited Liability Company Agreement of SP Land
Company LLC dated as of March 31, 2004 (the "Agreement"), or as follows:

     (a) Adjusted  Capital Account Deficit.  "Adjusted  Capital Account Deficit"
means, with respect to any Member, the deficit balance, if any, in such Member's
Capital Account as of the end of the relevant  fiscal year,  after giving effect
to the following adjustments:

          (i) Crediting to such Capital Account (x) any amount which such Member
     is obligated to restore following the liquidation of such Member's Interest
     in the Company  (pursuant to the terms of this  Agreement or otherwise) and
     (y) any  amount  which  such  Member  is deemed  obligated  to  restore  in
     accordance with Regulations  Sections  1.704-1(b)(2)(ii)(c),  1.704-2(g)(1)
     and 1.704-2(i)(5); and

          (ii)  Debiting  to  such  Capital   Account  the  items  described  in
     Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     This  definition is intended to comply with the  provisions of  Regulations
Section 1.704-1(b)(2)(ii)(d), and will be interpreted consistently therewith.

     (b) Book Basis.  "Book Basis" of any Company  property  shall  initially be
equal to the Company's  initial  adjusted tax basis in such property;  provided,
however,  that the initial  "Book Basis" of any  property  (or portion  thereof)
contributed  to the  capital of the  Company  shall be equal to the fair  market
value  of such  property  (as  determined  by the  Managing  Member).  Effective
immediately  after giving  effect to the  allocations  of Profits and Losses for
each Fiscal Year,  the "Book Basis" of each Company  property  shall be adjusted
downward by the amount of Book  Depreciation  allowable  to the Company for such
Fiscal Year with respect to such property.  In addition,  effective  immediately
prior to any Revaluation  Event, the "Book Basis" of each Company property shall
be further  adjusted upward or downward,  as necessary,  so as to equal the fair
market  value  of  such  property  at the  time of such  Revaluation  Event  (as
determined  by the  Managing  Member  taking  Section  7701(g)  of the Code into
account  (i.e.,  such  value  shall not be agreed to be less than the  amount of
Nonrecourse Liabilities to which such property is subject)).

     (c) Book Depreciation. "Book Depreciation" allowable to the Company for any
Fiscal Year with respect to any Company  property  shall be equal to the product
of (i) the amount of Tax  Depreciation  allowable to the Company for such Fiscal
Year with respect to such property,  multiplied by a fraction,  the numerator of
which is the  property's  Book Basis as of the beginning of such Fiscal Year (or

                                      C-1
<PAGE>

the  date  of  acquisition  or  contribution  if the  property  is  acquired  or
contributed  during such Fiscal Year) and (ii) the  denominator  of which is the
property's  adjusted  tax basis as of the  beginning of such Fiscal Year (or the
date of acquisition if the property is acquired during such Fiscal Year). If the
denominator of the fraction described in clause (ii) above is equal to zero, the
amount of "Book Depreciation"  allowable to the Company for any Fiscal Year with
respect to the  Company  property  in  question  shall be  determined  under any
reasonable method selected by the Managing Member.

     (d) Book/Tax Disparity  Property.  "Book/Tax Disparity Property" shall mean
any Company  property that has a Book Basis which is different from its adjusted
tax basis to the Company.  Thus, any property that is contributed to the capital
of the  Company by a Member  shall be a  "Book/Tax  Disparity  Property"  if its
initial  Book  Basis is not  equal to the  Company's  initial  tax  basis in the
property. In addition,  once the Book Basis of a Company property is adjusted in
connection  with a  Revaluation  Event to an amount  other than its adjusted tax
basis to the Company,  the property  shall  thereafter be a "Book/Tax  Disparity
Property."

     (e) Member  Nonrecourse  Debt.  "Member  Nonrecourse  Debt"  shall mean any
Company  liability that is treated as "partner  nonrecourse  debt" under Section
1.704-2(b)(4) of the Regulations.

     (f) Member Nonrecourse  Deductions.  "Member Nonrecourse Deductions" of the
Company for a Fiscal Year shall mean any and all items of Book  Depreciation and
other  expenses  that are  treated as  "partner  nonrecourse  deductions"  under
Section 1.704-2(i)(2) of the Regulations.

     (g) Member Nonrecourse  Minimum Gain. "Member  Nonrecourse Minimum Gain" of
the  Company  shall mean the amount of  "minimum  gain" of the  Company  that is
attributable to Member  Nonrecourse  Debt (as determined  strictly in accordance
with Section 1.704-2(i)(3) of the Regulations). A Member's share of such "Member
Nonrecourse  Minimum Gain" shall be calculated in accordance with the provisions
of Section 1.704-2(i)(5) of the Regulations.

     (h)  Nonrecourse  Deductions.   "Nonrecourse  Deductions"  of  the  Company
generally  refers to any and all items of Book  Depreciation  and other expenses
that are treated as "nonrecourse  deductions"  under Sections  1.704-2(b)(1) and
(c) of the Regulations.  Subject to the foregoing sentence, the aggregate amount
of "Nonrecourse  Deductions" for any fiscal Year shall equal the excess (if any)
of

          (i) the net increase in the amount of Nonrecourse  Minimum Gain during
     such Fiscal Year, over

          (ii) the aggregate amount of any distributions during such Fiscal Year
     of proceeds of a Nonrecourse Liability that are allocable to an increase in
     Nonrecourse Minimum Gain.

     (i)  Nonrecourse  Liability.  "Nonrecourse  Liability" of the Company shall
mean any Company  liability  treated as a "nonrecourse  liability" under Section

                                      C-2
<PAGE>

1.752-1(a)(2)   of  the   Regulations.   Subject  to  the  foregoing   sentence,
"Nonrecourse Liability" shall mean any Company liability (or portion thereof) of
the Company for which no Member (and no related person to such Member within the
meaning of Section  1.752-4(b)  of the  Regulations)  bears the economic risk of
loss  within the  meaning  of  Section  1.752-3(a)(3)  of the  Regulations.  For
purposes  of  allocating   "excess   nonrecourse   liabilities"   under  Section
1.752-3(a)(3)  of the  Regulations,  the Members  hereby agree that the Members'
interests in Company  profits for purposes of Section  1.752-3(a)(3)  shall mean
such percentage as Nonrecourse  Deductions are allocated to the Members for such
Fiscal Year under Section 2.1(e) hereof.

     (j)  Nonrecourse  Minimum Gain.  "Nonrecourse  Minimum Gain" of the Company
shall mean the amount of "minimum gain" of the Company that is  attributable  to
Nonrecourse  Liabilities  (as  determined  strictly in  accordance  with Section
1.704-2(d) of the Regulations).  A Member's share of such  "Nonrecourse  Minimum
Gain"  shall  be  calculated  in  accordance  with  the  provisions  of  Section
1.704-2(g) of the Regulations.

     (k) Profits or Losses.  "Profits"  or "Losses," as the case may be, for any
period,  means an amount equal to the Company's  Taxable  Income or Taxable Loss
for such period, with the following adjustments:

          (i) Any income of the Company that is exempt from  federal  income tax
     and not  otherwise  taken into  account  in  computing  Profits  and Losses
     pursuant to this  definition  will be added to such Taxable  Income or will
     reduce such Taxable Loss;

          (ii)   Any   expenditure   of   the   Company    described   in   Code
     Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B)  expenditure
     pursuant to  Regulations  Section 1.704-1(b)(2)(iv)(i),  and not  otherwise
     taken  into  account  in  computing  Profits  or  Losses  pursuant  to this
     definition, will be subtracted from such Taxable Income or Losses;

          (iii) If the Book Basis of any Company  asset is adjusted  pursuant to
     clauses (ii)-(iv)  of the  definition of Revaluation  Event,  the amount of
     such  adjustment  will be  taken  into  account  as gain or loss  from  the
     disposition of such asset for purposes of computing Profits or Losses;

          (iv) Gain or loss resulting from the  disposition of any Company asset
     with  respect to which gain or loss is  recognized  for federal  income tax
     purposes  will be  computed  by  reference  to the Book  Basis of the asset
     disposed of,  notwithstanding  that the adjusted tax basis of such property
     differs from its Book Basis;

          (v) In lieu of the depreciation,  amortization and other cost recovery
     deductions  taken into  account in computing  such Taxable  Income or Loss,
     there will be taken into account Book  Depreciation for such fiscal year or
     other period; and

          Notwithstanding any other provision of this definition, any item which
     is specially  allocated  pursuant to Section 2.1 of this Exhibit C will not
     be taken into account in computing Profits or Losses.

                                      C-3
<PAGE>

     (l)  Regulations.  "Regulations"  shall mean the  Income  Tax  Regulations,
including   Temporary   Regulations,   promulgated  under  the  Code,  as  those
regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).

     (m) Revaluation Event.  "Revaluation Event" shall mean any of the following
occurrences:  (i) the  contribution  of money or other property (other than a de
minimis amount) by a new or existing Member to the capital of the Company;  (ii)
the  distribution of money or other property (other than a de minimis amount) by
the Company to a retiring or continuing  Member;  (iii) the  Liquidation  of the
Company; or (iv) any other event so specified in Section 1.704-1(b)(2)(iv)(f) of
the Regulations.

     (n) Taxable Income or Taxable Loss.  "Taxable Income" or "Taxable Loss," as
the case may be, for any period, means the taxable income or taxable loss of the
Partnership for such period,  determined in accordance with Code Section 703(a),
including all items of income, gain, loss or deduction.

     (o) Tax Depreciation. "Tax Depreciation" for any Fiscal Year shall mean the
amount of depreciation, cost recovery or other amortization deductions allowable
to the Company for federal income tax purposes for such Fiscal Year.

     (p) Tax Items.  "Tax Items" shall mean,  with respect to any property,  all
items of income, gain, loss, deduction,  and credit (including Tax Depreciation)
recognized  by or allowable to the Company  with  respect to such  property,  as
computed for federal income tax purposes.

                                   ARTICLE II

              REGULATORY ALLOCATIONS AND SECTION 704(C) ALLOCATIONS

     Section 2.1 Allocations Required by Regulations.

     (a)  Nonrecourse  Minimum  Gain.  Pursuant  to  Section  1.704-2(f)  of the
Regulations  (relating to minimum gain chargebacks),  notwithstanding  any other
provision of this Section 2.1, if there is a net decrease in Nonrecourse Minimum
Gain of the  Company  for such  Fiscal  Year (or if there was a net  decrease in
Nonrecourse  Minimum  Gain for a prior  Fiscal Year and the Company did not have
sufficient  amounts of income  during  prior  Fiscal  Years to  allocate  to the
Members under this Section 2.1(a)),  then items of Company gross income and gain
shall  be  allocated,  before  any  other  allocation  is made  pursuant  to the
succeeding  provisions  of this Section 2.1 for such Fiscal Year, to each Member
in proportion  to, and to the extent of, the total net decrease in such Member's
share of the  Nonrecourse  Minimum Gain  (determined  and adjusted in accordance
with  the  provisions  of  Section  1.704-2(g)  of the  Regulations);  provided,
however, that the provisions of this clause shall not apply to any Member to the
extent described in Section 1.704-2(f) of the Regulations.

     As  provided in Section  1.704-2(j)(2)  of the  Regulations,  income of the
Company  allocated  for any Fiscal Year under this Section  2.1(a) shall consist

                                      C-4
<PAGE>

first of items of gain  recognized  from the  disposition  of  Company  property
subject to Nonrecourse  Liabilities,  with any remaining allocated income deemed
to be made up of a pro rata portion of the  Company's  other items of income and
gain for such Fiscal Year (provided  that gain from the  disposition of property
which is  subject  to Member  Nonrecourse  Debt  shall be  allocated  under this
Section 2.1(a) only to the extent not allocated  under Section  2.1(b)  hereof).
This  Section  2.1(a) is intended to comply  with the  minimum  gain  chargeback
requirement in Section  1.704-2(f) of the  Regulations  and shall be interpreted
consistently therewith.

     (b) Member  Nonrecourse  Minimum  Gain.  Except as  otherwise  provided  in
Section  1.704-2(i)  of the  Regulations,  if there is a net  decrease in Member
Nonrecourse  Minimum  Gain for a Fiscal Year (or if there was a net  decrease in
Member Nonrecourse  Minimum Gain for a prior Fiscal Year and the Company did not
have  sufficient  amounts of income during prior Fiscal Years to allocate to the
Members under this Section  2.1(b)),  then items of Company  income and gain for
such Fiscal Year shall be specially  allocated,  before any other  allocation is
made pursuant to the  succeeding  provisions of this Section 2.1 for such Fiscal
Year,  to the Members  with shares of such  minimum  gain as of the first day of
such Fiscal Year in proportion  to, and to the extent of, such Member's share of
the net  decrease in such minimum  gain  (determined  in a manner and subject to
exceptions  consistent  with those referred to in Section 2.1(a) hereof,  all as
provided under Section 1.704-2(i)(4) of the Regulations). This Section 2.1(b) is
intended to comply with the  partner  minimum  gain  chargeback  requirement  in
Section  1.704-2(i)(4) of the Regulations and shall be interpreted  consistently
therewith.

     As provided in Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations,
income of the Company  allocated  for any Fiscal Year under this Section  2.1(b)
shall consist first of items of gain  recognized from the disposition of Company
property subject to Member Nonrecourse Debt, with any remaining allocated income
deemed to be made up of a pro rata portion of the Company's other items of gross
income  and gain for such  Fiscal  Year  (provided  that  items of gain from the
disposition  of property  which is subject to a Nonrecourse  Liability  shall be
allocated  under this  Section  2.1(b)  only to the extent not  allocated  under
Section 2.1(a) hereof).

     (c)  Qualified  Income  Offset.  If any Member  unexpectedly  receives  any
adjustment,   allocation  or  distribution  described  in  Regulations  Sections
1.704-1(b)(2)(ii)(d)(4), (5) or (6), that, after tentatively taking into account
all  allocations  that would be made for the current period under this Agreement
(other  than  allocations  pursuant  to this  Section 2.1(c)),  would  cause  or
increase an Adjusted Capital Account  Deficit,  items of Company income and gain
will be specially allocated to such Member in an amount and manner sufficient to
eliminate,  to the extent required by the Regulations under Code Section 704(b),
the Adjusted  Capital Account  Deficit as quickly as possible,  provided that an
allocation  pursuant  to this  Section  2.1(c)  shall be made only if and to the
extent such Member  would have an Adjusted  Capital  Account  Deficit  after all
other  allocations  provided  for in this  Section  2.1 and  Section  8.2 of the
Agreement  have  been  tentatively  made  as if this  Section  2.1(c)  were  not
contained herein.  This Section is  intended to comply with the qualified income
offset  requirement  in  Regulations  Section 1.704-1(b)(2)(ii)(d)  and  will be
interpreted  consistently therewith.  Allocations under this Section 2.1(c) will
be  comprised of a pro rata  portion of each item of Company  income  (including
gross income) and gain for the year.

                                      C-5
<PAGE>

     (d)  Preventative  Allocation.  If any Member would have a deficit  Capital
Account  balance at the end of any Company fiscal year which is in excess of the
sum of (i) the amount  such  Member is  obligated  to restore to the  Company on
liquidation, (ii) such Member's share of the partnership's minimum gain debt (as
defined in  Regulations  Sections  1.704-2(b)(2)  and (d)) as of the end of such
fiscal  year,  and (iii) such  Member's  share of partner  minimum gain debt (as
defined in  Regulations  Section  1.704-2(i)) as of the end of such fiscal year,
each such Member will be specially allocated items of Company income and gain in
the  amount of such  excess as  quickly  as  possible.  Allocations  under  this
Section 2.1(d)  will be  comprised of a pro rata portion of each item of Company
income (including gross income) and gain for the year.

     (e) Overall Limitation on Allocation of Losses.  Notwithstanding  any other
provision of this  Agreement,  no Losses will be allocated to any Member if such
allocation  would cause or increase an Adjusted  Capital Account Deficit in such
Member's Capital  Account.  If the Capital Account of any Member would otherwise
have an Adjusted Capital Account Deficit at any time when the Capital Account of
any other Member would not otherwise have an Adjusted  Capital Account  Deficit,
the  limitation set forth in this Section 2.1(e) shall be applied on a Member by
Member basis so as to allocate the maximum permissible deduction or loss to each
Member under Regulations Section 1.704-1(b)(2)(ii)(d).  In the event any loss or
deduction  shall be specially  allocated to a Member  pursuant to the  preceding
sentence,  an equal amount of income of the Company shall be specially allocated
to such Member prior to any allocation pursuant to Section 8.2 of the Agreement.

     (f)  Member  Nonrecourse  Deductions.  All  Member  Nonrecourse  Deductions
attributable  to a Member  Nonrecourse  Debt  shall be  allocated  to the Member
bearing  the  economic  risk of loss for such debt within the meaning of Section
1.752-2 of the Regulations with respect to the Member  Nonrecourse Debt to which
such Member  Nonrecourse  Deductions are attributable in accordance with Section
1.704-2(i)(1) of the Regulations;  provided,  however, that if each Member bears
some portion of the economic risk of loss for such debt, the Member  Nonrecourse
Deductions  attributable  to such  debt  shall be  allocated  to and  among  the
Members,  pro rata in the same proportion that their economic risks of loss bear
to one another.

     (g) Nonrecourse Deductions. For any Fiscal Year, all Nonrecourse Deductions
shall be allocated among the Members in proportion to their  respective  Capital
Account balances as determined  immediately  prior to the allocations under this
Section 2.1(g).

     (h)  Curative  Allocations.  The  allocations  set forth in  Section 2.1(a)
through 2.1(g)  ("Regulatory  Allocations")  are intended to comply with certain
requirements  of Regulations  Sections  1.704-1(b)  and 1.704-2.  The Regulatory
Allocations may not be consistent with the manner in which the Members intend to
divide  Company  distributions.  Accordingly,  the  Managing  Member  is  hereby
authorized to divide other allocations of Profits, Losses, and other items among
the Members so as to prevent the  Regulatory  Allocations  from  distorting  the
manner in which Company distributions will be divided among the Members pursuant
to this  Agreement.  In  general,  the  Members  anticipate  that  this  will be
accomplished by specially allocating other Profits, Losses, and items of income,
gain,  loss and  deduction  among  the  Members  so that the net  amount  of the
Regulatory Allocations and such special allocations to each such Person is zero.
However,  the Managing  Member will have discretion to accomplish this result in
any reasonable manner.

                                      C-6
<PAGE>

     (i) Allocation Savings Provision.  Profits,  Losses, and items thereof,  of
the Company are intended to be allocated  hereunder in a manner that would cause
the  distributions  to be made to the  Members in  respect  of their  respective
Interests in the order and priority set forth in  Section 8.3  of the Agreement,
while at the same time complying with the applicable  requirements of Subchapter
K of Chapter 1 of Subtitle A of the Code (in  particular,  Section 704  thereof)
and the Regulations  promulgated  thereunder.  Notwithstanding  anything in this
Exhibit C or in the  Agreement to the contrary,  the Managing  Member shall have
the  authority,  and is hereby  directed,  to amend  this  Exhibit C and/or  the
Agreement, without further approval, authorization or consent of the Members, to
correct any  allocation  provision  hereunder as necessary to fulfill the intent
described in the preceding sentence.

     Section 2.2 Allocation of Tax Items.

     (a) General.  Except as otherwise  provided in Section 2.2(b) hereof,  each
Tax Item  shall be  allocated  among  the  Members  in the same  manner  as each
correlative  item  comprising  Profits and Losses are allocated  pursuant to the
provisions of Section 8.2 of the Agreement or Section 2.1 of this Exhibit C.

     (b) Book/Tax  Disparity  Property.  The Members hereby acknowledge that all
Tax Items in respect of Book/Tax Disparity Property are required to be allocated
among the Members  under  Section  704(c) of the Code (as  specified in Sections
1.704-1(b)(2)(iv)(f)  and  1.704-1(b)(2)(iv)(g) of the Regulations) and that the
principles  of Section  704(c) of the Code  require  that such Tax Items must be
shared  among the  Members so as to take  account of the  variation  between the
adjusted  tax basis and Book  Basis of each such  Book/Tax  Disparity  Property.
Thus, notwithstanding anything in Sections 2.1 or 2.2(a) hereof to the contrary,
the  Members'  distributive  shares of Tax  Items in  respect  of each  Book/Tax
Disparity  Property  shall be  separately  determined  and  allocated  among the
Members in accordance  with the  principles of Section  704(c) of the Code,  the
Regulations thereunder and Regulations Section  1.704-1(b)(4)(i),  utilizing the
traditional  method specified in Section  1.704-3(b) of the Regulations which is
elected by the  Managing  Member.  Any  election or other  decision  relating to
allocations  pursuant  to this  Section  2.2(b)  shall  be made by the  Managing
Member. Allocations pursuant to this Section 2.2(b) are for purposes of federal,
state and local  taxes  only and  shall not  affect or in any way be taken  into
account in computing any Member's  Capital  Account balance or share of Profits,
Losses or distributions pursuant to any provision of the Agreement.

     (c) Recapture Items. For purposes of determining the nature (as ordinary or
capital) of any item of income or gain  allocated  among the Members for Federal
income tax  purposes,  the portion of such profit  required to be  recognized as
ordinary  income  pursuant  to  Sections  1245  and/or 1250 of the Code shall be
deemed to be allocated  among the Members in the same  proportion that they were
allocated  and claimed the Tax  Depreciation  deductions,  or basis  reductions,
directly or indirectly  giving rise to such treatment under Sections 1245 and/or
1250 of the Code,  but each  Member  shall be  allocated  recapture  only to the
extent that such  Member is  allocated  any taxable  gain from the sale or other
disposition of such property.  The balance of such  recapture,  if any, shall be
allocated to the Members whose share of taxable gain exceeds their share of such
recapture  ("excess  gain"),  and such balance  shall be allocated  between such
Members in the  proportion  in which the excess gain of such Member bears to the
excess gains of all Members.

                                      C-7
<PAGE>



                                   EXHIBIT D

            LIST OF CERTAIN AGREEMENTS AFFECTING DEVELOPMENT PROPERTY


1.   Master  Easement  Agreement  between  Killington,  Ltd.,  and Cherry  Knoll
     Associates,  LLC,  dated March 31, 2004 and recorded at Book ___, Page ____
     of the Killington Land Records.

2.   Agreement Regarding  Killington Resort and Certain Nearby Properties by and
     between Killington,  Ltd., American Skiing Company Resort Properties, Inc.,
     American  Skiing Company and SP Land Company,  LLC, dated March 31, 2004, a
     Memorandum of which was recorded at Book ___,  Page ____ of the  Killington
     Land Records.



                                      D-1
<PAGE>