WHEN RECORDED RETURN TO:
Summit County Clerk
Summit County Courthouse
60 North Main
Coalville, Utah  84017


                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT
                     FOR THE CANYONS SPECIALLY PLANNED AREA

                     SNYDERVILLE BASIN, SUMMIT COUNTY, UTAH


     THIS AMENDED AND RESTATED  DEVELOPMENT  AGREEMENT (the "Amended Agreement")
is entered  into as of this 15th day of November,  1999,  by and among ASC Utah,
Inc.,  d.b.a.  The Canyons,  American  Skiing  Company Resort  Properties,  Inc.
(collectively the "Master  Developer"),  the group of landowners that are listed
as  Participating   Owners  and  are  signatories   hereto   (collectively   the
"Participating  Landowners"),  and Summit County, a political subdivision of the
State of Utah, by and through its Board of County Commissioners ("the County").

                                    RECITALS

         A. Master  Developer and  Participating  Landowners  (collectively  the
"Developers") are the owners,  legal  representatives  of the owners, or lessees
under long-term leases of approximately  7768 acres of land and appurtenant real
property  rights  located in Summit  County,  Utah,  the legal  description  and
ownership maps of which are provided in Ordinance 333-A (the "Property").

         B. On July 6, 1998,  the County  adopted and  approved  Ordinance  333,
which  established an initial Specially Planned Area ("SPA") Zone District for a
portion of the Property.  The initial SPA Plan for The Canyons SPA Zone District
was  implemented by Ordinance 334, a Development  Agreement among the County and
various of the Developers (the "Original Development Agreement").

         C. The Original  Development  Agreement  contemplated the need to amend
the SPA Zone  District  and SPA Plan in the future to provide for its  expansion
and to create a master planned  resort  community as depicted in The Canyons SPA
Plan Book of Exhibits attached hereto and incorporated herein.



<PAGE>


         D. The  County  and the  Developers  desire  to amend and  restate  the
Original Development  Agreement to provide for the vesting of certain additional
land use designations,  densities,  development configurations,  and development
standards  included in The Canyons SPA Master  Development Plan, as reflected on
Exhibit B hereto.

         E. The County,  through  the  adoption  of this  Amended  and  Restated
Development  Agreement  (the  "Amended  Agreement"),  desires to  establish  The
Canyons Resort and Resort  Community under the SPA provisions of the Snyderville
Basin Development Code ("Code") and the Snyderville Basin General Plan ("General
Plan") for the purpose of implementing  development standards and processes that
are  consistent  therewith.  The  Developers  and the  County  desire to clarify
certain  standards  and  procedures  that will be applied to certain  additional
approvals  contemplated  in connection  with the  development  of The Resort and
Resort Community,  as well as the construction of improvements that will benefit
the Property,  and to establish certain standards for the phased development and
construction of the Resort  Community and certain  improvements,  and to address
requirements  for certain  community  facilities and amenities.  The County also
desires to receive certain public benefits and amenities, and the Developers are
willing to provide these public benefits and amenities in  consideration  of the
agreement of the County to provide increased  densities and intensity of uses in
the Resort and Resort Community pursuant to the terms of this Amended Agreement.

        F. This Amended  Agreement amends and restates the Original  Development
Agreement  and  specifically   implements  The  Canyons  SPA  Zone  District  as
established by Ordinance 333-A in accordance with the General Plan and the Code.

        G.  The  County,  acting  pursuant  to its  authority  under  Utah  Code
Annotated  Section  17-27-101 et seq.,  the Code, and the General Plan, has made
certain determinations with respect to The Canyons SPA Plan, and in the exercise
of its  legislative  discretion  has  elected to approve the use,  density,  and
general  configuration  of The Canyons SPA Plan  resulting  in the  negotiation,
preparation,  consideration,  and approval of this Amended  Agreement  after all
necessary public hearings.


                                    FINDINGS

        1. Following lawfully  advertised public hearings on May 18, May 24, and
June 3, 1999,  the Resort and Resort  Community  received a  recommendation  for
approval through an Amended  Development  Agreement by action of the Snyderville
Basin  Planning  Commission  taken  on  June  15,  1999.  The  Board  of  County
Commissioners  held a lawfully  advertised public hearing on September 23, 1999,
and during a lawfully  advertised  public meeting on November 8, 1999,  approved
The Resort and Resort  Community  under the process and  procedures set forth in
the Code and the  General  Plan.  The  terms  and  conditions  of  approval  are
incorporated  fully into this Amended  Agreement.  In making such approval,  the
Board of County  Commissioners made such findings of fact and conclusions of law
as are  required as a condition  of the  approvals,  as  reflected  in the staff
recommendation  adopted with any  modifications,  as reflected in the minutes of
the above-referenced  public meetings,  and as reflected by the other enumerated
findings herein.

        2. The Canyons SPA Plan involves phased plat and site plan applications,

<PAGE>

and has a cumulative proposed project size in excess of 100 acres.

        3. The Canyons SPA Plan,  as reflected in and  conditioned  by the terms
and  conditions of this Amended  Agreement,  is in  conformity  with the General
Plan, any existing capital improvements programs, the provisions of the Code, to
include concurrency and infrastructure  requirements,  and all other development
requirements of Summit County.

        4. The Canyons SPA Plan includes a number of amenities which are located
on various Project Sites. The provision of these amenities,  or the provision of
land upon which to construct these amenities,  has been taken into consideration
by Summit County in granting increased  residential and commercial  densities on
those Project Sites. This includes,  among other things, the reservation of land
for Golf, Trail, and Buffer areas.

        5. The Canyons SPA Plan contains  outstanding  features that advance the
policies,  goals,  and  objectives  of the General Plan beyond mere  conformity,
including the  following:  (i)  agreements  with respect to design  controls and
limitations  to  minimize  the  visual  impact  of  the  development;  (ii)  the
clustering  and  appropriate  location  of  density;  (iii)  the  creation  of a
significant  trail system and park area connections and  improvements;  and (iv)
the  provision for  specialized  programs,  facilities,  and amenities to offset
development impacts.

        6. There exists  adequate  provision  for  mitigation  of all fiscal and
service impacts on the general public.

        7.  The  Canyons  SPA Plan  meets or  exceeds  development  quality  and
aesthetic  objectives of the General Plan and the Code,  is consistent  with the
goal of orderly  growth in the  Snyderville  Basin,  and minimizes  construction
impacts on public infrastructure within the Basin.

        8.  There  will  be  no   construction   management   impacts  that  are
unacceptable to the County.

        9.  The  Developers  have  committed  to  comply  with  all  appropriate
Concurrency  and  Infrastructure  requirements  of the Code, and all appropriate
criteria  and  standards  described  in this Amended  Agreement,  including  all
applicable impact fees to the County and its Special Districts.

        10. The proposed  development  reasonably assures that life and property
within  the  Snyderville  Basin is  protected  from any  adverse  impact of this
development.

        11. The Developers  shall take  appropriate  measures to prevent harm to
neighboring properties and lands from development, including nuisances.

        12. Throughout the period since the approval of the Original Development
Agreement,  during which time the Master  Developer has been  preparing to amend

<PAGE>

the  Original  Development  Agreement,  the  County  has  encouraged  the Master
Developer to employ  innovative  land planning  concepts  within The Canyons SPA
Plan in order to cluster and appropriately locate development density,  preserve
sensitive lands, create significant  private and public recreational  amenities,
open  spaces,  and  trails,  and  provide   principally  a  mix  of  destination
accommodations,  commercial uses, and other resort support housing,  facilities,
amenities, and programs that will be carried out within The Canyons SPA Plan and
within Summit County in furtherance of the goals of the General Plan.
        13. A  Statement  of  Global  Principles,  which is  attached  hereto as
Exhibit  A.1,  was  applied  to The  Canyons  SPA  Plan to  guide  planning  and
development.   The  Global  Principles   established  certain  requirements  and
standards in addition to the  standards  delineated  in the Code and the General
Plan.  The  Global  Principles  are  implemented   through  the  regulation  and
monitoring of subsequent  Development  Approvals (as defined below)  pursuant to
the terms of this Amended  Agreement,  and as  incorporated  herein shall apply,
according to their terms,  to all Development  Approvals  within The Canyons SPA
Plan. The Global  Principles and how each is satisfied by this Amended Agreement
are set forth below.

        A.  Comfortable  Carrying  Capacity  in the Ski  Area.  The  on-mountain
        comfortable  carrying  capacity  shall  exceed the bed base at any given
        time.

        B.  Allowable  Density in The Canyons SPA. The total density  within The
        Canyons SPA takes into account  comfortable  carrying  capacity;  design
        guidelines  that  comply with the  policies of the General  Plan and the
        Code; the Global Principles; the mitigation of on- and off-site impacts;
        and a  substantial  level of economic  and tax base  benefits  that will
        accrue to the County.

        C. Required Unit Configurations and Occupancy for all Development in The
        Canyons  Resort  Community to Maximize  Resort/Guest  Accommodation  and
        Minimize  Private   Residences.   This  principle  is  met  through  the
        limitation  requiring  that no less  than 80% of all beds in the  Resort
        Center are allocated to resort and guest accommodations,  and within the
        Resort  Core,  no less than 90% of the beds are  allocated to resort and
        guest accommodations.

        D. Development Phasing.  This Amended Agreement balances the development
        of resort  accommodations with the comfortable  carrying capacity of the
        Resort by requiring that development  generally begin in the Resort Core
        and move outward.

        E. Provisional Open Space. In the original SPA Ordinance, as a condition
        of  receiving  the  Phase I  approvals,  all  remaining  lands  owned or
        controlled by several of the Developers  were  classified as Provisional
        Open Space and  restricted  from  development  until the  balance of the
        property   received  master  plan  approval.   This  Amended   Agreement
        establishes  classes of open space  which  serve to ensure the  adequate
        protection  and long term viability of open space within The Canyons SPA
        Zone District.


<PAGE>

        F. Development Pattern.  This Amended Agreement clusters development and
        maximizes open space.

        G. Resort  Support and  Mountain  Recreation  Development.  This Amended
        Agreement defines guidelines for on-mountain development, which includes
        some on-mountain guest  accommodation while limiting such accommodations
        to a unique  rustic  mountain  character  designed  in harmony  with the
        natural landscape.

        H.  Provision  of  On-Mountain   Amenities.   Uniquely  designed  resort
        amenities and accommodations will be allowed at mid-mountain.

        I.  Viewshed.  This Amended  Agreement  establishes  procedures  for the
        protection of viewsheds.

        J. Viewshed Criteria.  This Amended Agreement  implements visual quality
        objectives  consistent  with the General Plan through  defined  viewshed
        protection  requirements  as part of the design criteria in the Viewshed
        and Visual Quality Analysis and Plan attached hereto as Exhibit H.1.

        K.  Environmental  Enhancement,  Conservation,  and  Preservation.  This
        Amended   Agreement   enhances  the   environment,   conservation,   and
        preservation  through a Natural Resource Management Plan and a Watershed
        Master Plan for the Willow Draw Area, and through the  incorporation  of
        "green"  design  principles  including  energy  efficiency  and building
        techniques.  The Amended  Agreement  further  complies  with this Global
        Principle  through  the  implementation  of the  recommendations  in the
        Natural Resources Management Plan and the Watershed Management Plan.

        L. Employee Housing. Employee housing will be provided for a substantial
        number of resort  employees  in the Resort  Center  consistent  with The
        Canyons Employee Housing Needs Assessment and Proposed  Mitigation Plan.
        The  balance of  identified  employee  housing  needs  will be  provided
        elsewhere in the Snyderville Basin/Park City area.

        M. Economic  Base.  This Amended  Agreement  will result in  substantial
        positive tax benefits to the County and others.

        N.   Transportation.   This   Amended   Agreement   provides   for   the
        implementation  of a comprehensive  transportation  plan, which includes
        the following components:  (i) cooperation in the creation of a regional
        transportation  system;  (ii)  linkages  to the  Salt  Lake  City  area,
        including  the airport,  via various  forms of transit for employees and
        guests;  (iii) an internal  transportation  system within The Resort and
        Resort  Community  including valet service,  shuttle buses, and a people
        mover; (iv) a comprehensive  pedestrian trail system; and (v) incentives
        to encourage the implementation of this policy.


<PAGE>

        O. Highway 224 and Resort Entry. A significant open space buffer will be
        created  along  Highway 224 to  establish a "green"  setting,  including
        portions of a golf course and the Millennium  Trail, and a special study
        for Highway 224 landscape enhancements.

        P. Benchmark  Assessments of Resort Development,  Impacts, and Programs.
        This Amended Agreement  provides detailed  mechanisms for linking phased
        growth with mitigation  measures,  and for evaluating these  benchmarks,
        ensuring that policies of concurrency are met.

        Q.  Development   Design  Criteria.   This  Amended  Agreement  provides
        architectural  guidelines to assure unique  architectural  character and
        the highest standards of design quality and construction. The guidelines
        will be  enforced  in  part by The  Canyons  Resort  Village  Management
        Association (the "RVMA") and The Colony Master Association.

        R. Master Community and Resort Facility, Amenity,  Recreation,  Cultural
        Arts,  and  Marketing  Program.  This Amended  Agreement  provides for a
        recreation master plan to be developed, resort amenities to be provided,
        a public art implementation and management program to be instituted, and
        continuing  cooperation with the County, the Special Recreation District
        and the Park City/Summit  County Arts Council.  A resort-wide  marketing
        program  will be  administered  and paid for through The Canyons  Resort
        Village Management Association.

        S.  Community  Integration.  This  Amended  Agreement  provides  for the
        establishment  of a "good neighbor"  policy to provide  accessibility to
        the resort amenities by the community.  A community  integration plan is
        being developed which establishes appropriate buffers between the Resort
        Community  and  existing  residential  neighborhoods  but  also  defines
        linkages through appropriate trail connections and other means.

        T.  Infrastructure  Maintenance and Management.  This Amended  Agreement
        provides for the  maintenance  of two master  associations,  one for The
        Colony  and  one  for  the  balance  of The  Canyons  SPA.  Each  master
        association  will  provide for the  maintenance  and  management  of all
        infrastructure  owned and  controlled  by that master  association.  All
        areas of mutual interest shall be maintained and managed through a Joint
        Operating Agreement between the Master Associations.

        U.  Construction  Mitigation  and  Management.  This  Amended  Agreement
        provides for mitigation and management measures to be in effect for each
        phase of development to assure  compliance  with the Code, in accordance
        with Exhibit F hereto.

        14. The Global Principles, in addition to other requirements,  contain a
set of conceptual "Benchmarks", intended to provide quantitative and qualitative

<PAGE>

measurement  of  the   performance  of  the  Project  in  relation  to  policies
established  in the General  Plan,  the Code,  The  Canyons  SPA Plan,  and this
Amended  Agreement.  These  Benchmarks  have  been  integrated  into  Collective
Standards, included in this Amended Agreement, that will regulate development of
The Canyons SPA Plan.

        15. The County and the  Developers  desire that the  development  of The
Canyons SPA Plan pursuant to this Amended  Agreement  will result in significant
benefits to the County,  other local  public  agencies,  and the  residents  and
visitors to the County.  The Master Developer and Participating  Landowners,  by
providing  assurances  that they will comply with this  Amended  Agreement,  the
General Plan, and the Code,  commit to achieve the range of public benefits that
have been  identified in conjunction  with the  development  contemplated by The
Canyons SPA Plan.  Consistent  with this  commitment,  the County has determined
that  development  of the Project will result in the following  specific  public
benefits, without limitation:

                 (a) Fiscal  Benefits.  The County  finds that the Project  will
        continuously  produce  revenues to local agencies in excess of the costs
        of  providing  public  services  associated  with or as a result  of the
        Project.

                 (b) Environmental Benefits. A Natural Resources Management Plan
        has  been  developed  for  the  West  Mountain  Neighborhood  Area.  Its
        implementation  over time, in addition to the planned dedication of open
        space lands, will improve and sustain the  environmental  quality of the
        entire  Area.  All  sensitive  lands  will be  protected  and  enhanced,
        degraded  habitats  will be  restored,  revegetation  of highly  visible
        presently  denuded  slopes will be  conducted,  and  wildlife  corridors
        enhanced and maintained. In particular, the Willow Draw Development Area
        will see substantial restoration in conjunction with the construction of
        a golf course.

                 (c)  Preservation  of Open  Space.  An Open Space and  Viewshed
        Protection  Plan is included as part of The Canyons SPA (the "Open Space
        Plan").  The Open Space Plan designated more than 90% of all land within
        the Project as open space.  The Open Space Plan and the  obligations  of
        the  Developers  under this Amended  Agreement  secure the  overwhelming
        majority of the open space  indicated  in the General  Plan for the West
        Mountain Neighborhood.  In addition, the Project has transferred density
        from certain  parcels  totaling  approximately  95 acres  outside of the
        Project,  thus restricting  these parcels to open space and contributing
        to the County's broader open space goals and objectives.  The open space
        lands within the Project will include land for recreation, preservation,
        buffers, and parks and trails.

                 (d) Housing. In addition to providing housing opportunities for
        seasonal  residents and guests,  the RVMA will construct  rental housing
        and provide  financial  subsidies  that will produce  housing  units for
        employees  of The Resort and a portion of The Resort  Community,  as set
        forth elsewhere in this Amended Agreement.
<PAGE>

                 (e) Community  Facilities.  This Amended Agreement provides for
        the construction or provision of a range of community facilities,  which
        will be incorporated  into The Resort and Resort  Community  including a
        new fire  station  site;  a  public  golf  course;  an  amphitheater;  a
        pedestrian-scale  "base village" providing shopping  opportunities and a
        venue for cultural events;  improvements to the Highway 224 Corridor; an
        innovative  internal  circulation  system built around a "people  mover"
        system;  support  for  a  regional  transit  system;   construction  and
        operation of diverse  convention  facilities that will accommodate large
        conferences  and local  meetings and events;  and dedication of a public
        use trail  easement  and  construction  of trail  linkages  to the Great
        Western and Millennium Trails.

                 (f) Community  Programs.  The Resort and Resort  Community will
        provide a variety of  special  programs  that  benefit  local  residents
        including  a discount  skiing  program,  an honor roll  program,  annual
        contributions to the Park City School District's Aspiration Program, and
        access to resort facilities for community-sponsored events.

        16.  Prior to or  contemporaneously  with the  approval of this  Amended
Agreement,  the County has adopted an  amendment  to the Code and the Zoning Map
classifying  the Property as The Canyons SPA Zone  District and therein  setting
forth such land use classifications,  residential and commercial densities,  and
development locations as are permitted under this Amended Agreement. The Canyons
SPA Zone District does not constitute in itself a vested  development  right for
these approvals.  This Amended Agreement shall provide such vesting as described
hereunder.

        17. The Board of County  Commissioners  acting pursuant to its authority
under Utah Code  Annotated  17-27-101 et seq.,  as well as its  regulations  and
guidelines, in the exercise of its legislative discretion,  expressly finds that
The Canyons SPA Plan is exempt  from the  application  of the Code solely to the
extent  that such a finding  may be a  condition  precedent  to approval of this
Amended Agreement. Where there is a direct conflict between an express provision
of this  Amended  Agreement  and the  Code or the  General  Plan,  this  Amended
Agreement  shall  take  precedence;  otherwise,  the  Code or the  General  Plan
provision shall control.

        18. The Original Development  Agreement,  and any subsequent  amendments
thereto,  are incorporated by reference into this Amended  Agreement as if fully
set forth  herein.  To the extent that a conflict  exists  between the  Original
Development  Agreement and any subsequent amendments and this Amended Agreement,
the terms of this Amended Agreement shall govern.

        19. All existing and vested  "uses" within the Canyons SPA Zone District
are "legal non-conforming uses" under the Snyderville Basin Development Code and
shall  not have  any  additional  rights  or  entitlements  under  this  Amended
Development  Agreement,  except as  otherwise  authorized  by Section 8.1 of the
Code.

<PAGE>


        NOW, THEREFORE, THE COUNTY AND THE DEVELOPERS HEREBY AGREE AS FOLLOWS:


                                    ARTICLE 1
                                   DEFINITIONS

        Unless otherwise  defined herein,  as used in this Amended Agreement the
following  terms,  phrases,  and  words  shall  have the  meanings  and shall be
interpreted as set forth below:

         "Amended  Agreement"  means  this  Amended  and  Restated   Development
Agreement.

        "Adopting Ordinance" means Ordinance Number 334A, entitled: "Amended and
Restated Development  Agreement by and between Summit County and ASC Utah, Inc.,
d.b.a.  The Canyons,  et al. Dated November 8, 1999, and Effective  November 23,
1999," which approves this Amended Agreement.

         "Book of Exhibits" means the portion of The Canyons SPA Plan that shall
contain the overview of the Canyons  Resort  Community,  Global  Principles  and
Policies,  and  concept  and  specific  plans  that  shall be used to guide  all
development  in the Amended  Canyons  SPA,  and all other  specific  development
parameters  and  regulations  (which are in addition to those already  contained
within the Code and General Plan), and developer obligations,  commitments,  and
contributions  for carrying out the  development in accordance  with The Canyons
SPA  Plan,   including  the  following   exhibits  which  are  attached  to  and
incorporated by reference into this Amended Agreement as follows:

A.      Global Principles and Policies
B.      The Canyons SPA Master Development Plan
C.      Architectural Guidelines
D.      Parking Plan
E.      The Canyons Resort Village Management Agreement
F.      Construction Mitigation and Management Plan
G.      Natural Resources Management Plan
H.      Open Space and Viewshed Protection Plan
I.      Recreation, Amenities, Arts, and Trails Plan
J.      The Canyons Infrastructure Master Plan, Final Report
K.      Transfer of Development Rights
        Technical  Appendix A - Affordable  Employee  Housing Study and Scope of
        Work Technical  Appendix B - Fiscal Impact  Analysis for The Canyons SPA
        Plan Build Out Technical  Appendix C - Transportation  Program Including
        Existing Conditions and Plan Scopes of Work

<PAGE>


        "Collective  Standards"  means the local land use  regulatory  standards
that will apply to the Project  Sites  including  this  Amended  Agreement,  the
Canyons  SPA  (zoning  ordinance),  the  Canyons  SPA  Plan,  and  other  rules,
regulations,  official  policies,  ordinances,  and  resolutions  adopted by the
County  in  effect  and  applicable  to  the  Property  on the  Effective  Date,
including,  but not  limited  to the  General  Plan,  the  Code,  and all  other
ordinances, codes, rules, and regulations of the County.

        "Commercial/Retail/Support  Units"  means office  uses,  shops,  stores,
cafes, restaurants, skier services, service space, meeting and conference space,
and health and fitness facilities.

        "Condominium  Plat" means a survey  description and map of a condominium
interest in a structure for the purposes of conveying title.

        "Condominium   Unit"  means  an  individual  air  space  unit  within  a
structure, together with the interest in the common elements appurtenant to said
unit.

        "Density"  means the maximum  gross  building  area  permitted  for each
parcel as shown in Exhibit B.2.

        "Developers  or  Developer"   means  the  Master  Developer  and/or  the
Participating Landowners.

        "Development Areas" means the following areas identified for development
within The Canyons SPA for purposes of determining  allowable uses, density, and
configuration, as described and depicted in Exhibit B.1 hereto:

        Resort Core
        Willow Draw
        Red Pine Road
        Frostwood
        Lower Village
        Red Pine Village
        Red Pine Lake
        Tombstone
        Silver King Mines
        Mines Ventures
        The Cove
        The Colony

        "Director"  means  the  Director  of the  Summit  County  Department  of
Community Development or his authorized designee.

        "Effective Date" means the effective date of the Summit County Ordinance

<PAGE>

that approves this Amended Agreement.

        "Hotel/Lodge"  means a building or  buildings  containing  hotel/lodging
units and accessory space and uses.

        "Hotel/Lodging Unit(s)" means a unit which shall contain attributes of a
hotel of facility  established for similar purposes and which shall be available
for short term occupancy by the unit owner or others. Attributes shall include:

        Central  reservation  service for all units,  including central check-in
        with full-time front desk service, bellhops, and concierge,  operated by
        the owner/operator,  a property management company chosen by the owners'
        association, or as a function of the owner's association;

        Central access to the building, with no private entrances for individual
        units or wings,  except in  structures  which  include  up to but not to
        exceed four dwelling units, unless otherwise approved by the Director;

        Pedestrian  traffic  funneled  through a central  lobby area,  except in
        structures  which include up to but not to exceed four  dwelling  units,
        unless otherwise approved by the Director;

        Centralized parking, with no assigned spaces, except in structures which
        include up to but not to exceed four dwelling  units,  unless  otherwise
        approved by the Director;

        Utilities centrally controlled,  including cable television,  telephone,
        electricity, gas, and water; and

        Limited storage area for owners.

        "Low Impact Permit" means a low impact permit as described in the Code.

        "Master  Developer"  means,  collectively,  ASC Utah,  Inc.,  d.b.a. The
Canyons,  and American  Skiing  Company  Resort  Properties,  Inc., or successor
entity.

        "Master Plan" means the master plan for The Canyons SPA attached  hereto
as Exhibit B.

        "Participating  Landowners" means all of the persons who own land within
the SPA and who are parties to this Amended Agreement.

        "Plat" means the legal map of a subdivision.

        "Planning Commission" means the Snyderville Basin Planning Commission.



<PAGE>


        "Project" means all of the master planned development contemplated under
this Amended Agreement.

        "Project Site" means a  predetermined  location of development  within a
Development Area within The Canyons SPA Zone District, as described and depicted
in Exhibit B hereto.

        "Property Report" means a disclosure  statement required by the State of
Utah for a project  involving  timeshare  estates or fractional  interests  that
shall be  delivered by the  Developer  to the  purchaser at the time of contract
execution  or, if no contract is  executed,  prior to the date of  transfer.  In
addition  to the State's  requirements,  the  Property  Report  shall  include a
detailed   statement  of  the  zoning  and  allowed  use  of  the  property  and
implications of converting property to a "primary  residential dwelling unit" as
described in Section 3.14 of this Amended Agreement.

        "Residential  Unit(s)"  means a  dwelling  unit  which  may be used as a
primary  residence.  The location and number of residential units is established
in Exhibit B.2.

        "Resort" means The Canyons Resort owned and operated by ASC Utah,  Inc.,
d.b.a.  The  Canyons,  or  its  successor,  including  the  skiing  and  related
facilities.

        "Resort Center" means the following  development areas: (1) Resort Core;
(2) Lower Village;  (3) Red Pine Road;  (4) Frostwood;  (5) Willow Draw; and (6)
The Cove.

        "Resort Community" means the residential,  recreational  (other than the
Resort),  and commercial  real estate  development to be constructed  within The
Canyons SPA.

        "RVMA" means The Canyons Resort Village Management Association.

        "Site  Plan"  means a  development  plan of one or more lots on which is
shown (1) the existing and proposed  conditions  of the lot,  including  but not
limited  to  topograph,   vegetation,   drainage,  flood  plains,  wetlands  and
waterways;  (2) the location of all existing  and  proposed  buildings,  drives,
parking  spaces,  walkways,  means or ingress and egress,  drainage  facilities,
utility  services,  landscaping,  structures,  signs,  lighting,  and  screening
devices;  (3) the  location  of  building  pads for all  buildings;  and (4) the
location and extent of all external buffers from surrounding areas.

        "Sketch Plan" means a sketch preparatory to an application for site plan
or subdivision plat review and  consideration by Summit County.  The Sketch Plan
contains  sufficient  information,  in  graphic  and text  form,  to  adequately
describe to the  satisfaction  of the director the  applicant's  intentions with
regard to site layout and  compliance  with the General Plan, the Code, and this
Amended Agreement.

         "SPA" means  Specially  Planned  Area, as that phrase is defined in the
Code.


<PAGE>

        "Staff"  means  the staff of the  Community  Development  Department  of
Summit County.

        "Statement  of Global  Principles"  means  those  mandatory  development
principles  and  standards  established  in The  Canyons  SPA Plan,  attached as
Exhibit  A.1  hereto,  which  are  in  addition  to  the  development  standards
delineated  in the Code  and  General  Plan,  which  shall be used to guide  all
development  within The Canyons SPA and which shall apply, as described  herein,
to both  Project  Sites  within The  Canyons  SPA and to all  amendments  to The
Canyons SPA and SPA Plan.

        "Subdivision" means the division of any tract or parcel of land, with or
without  improvements  thereon,  into  two or more  lots,  tracts,  parcels,  or
separate interests, including leasehold interests, condominium units, commercial
uses, interests in common or other divisions for the purpose,  whether immediate
or  future,  of sale  or  development  of  land.  Subdivision  shall  also  mean
condominiumization  and shall specifically include the division or conversion of
any  existing   units,   office  or  other  building  or  portion  thereof  into
condominiums, or timeshare estates, or fractional interests.

        "The Canyons SPA" means the zone district adopted by Ordinance 333-A for
the purposes of  permitting  the adoption of a  comprehensive  development  plan
specifically  required to  implement  the unique  uses,  densities,  development
locations,  and programs and other features necessary for the development of The
Canyons SPA Plan.

        "The  Canyons SPA Plan" means the  comprehensive  plan set forth in this
Amended  Agreement  which sets  forth the  development  parameters,  development
approval  processes,  land use locations and configurations,  densities,  resort
buffer edge, trails and other open space within The Canyons SPA, the approximate
location of public  amenities  that serve  Project  Sites  within the  Property,
phasing,  and all other Developer  obligations,  commitments,  and contributions
made to carry out the development  within The Canyons SPA in accordance with the
Code, all as depicted and described in the Book of Exhibits.

        "Timeshare  Estate or Fractional  Ownership  Interest"  means a right to
occupy  accommodations during certain time periods, with an undivided fractional
fee interest in real property by which the owner  receives only the right to use
the  accommodation  as provided by contract,  declaration,  or other  instrument
defining a legal right.  During their interval use, owners may, as prescribed in
applicable  Condominium  Declarations,  either  occupy  the unit,  trade the use
period for use in an exchange  program,  or rent the unit to the general  public
through the rental  program  operated by the rental  manager used by the owners'
association.  All furniture and fixtures within the units are owned in common by
the  association  and owners are  prohibited  from  altering  the  furniture  or
fixtures and the interior of the unit in any way.

        "TDR  (Transfer of Development  Rights)"  means a development  technique
which  allows a land owner to  separate  the rights to develop his land from the

<PAGE>

land itself and to transfer those rights to other land.

        Sending Area. An area of land from which existing development rights may
be separated and conveyed to other property.

        Receiving Area. An area of land to which additional  development  rights
may be conveyed from the sending area.


                                    ARTICLE 2
                               PROJECT DEVELOPMENT

        Section  2.1 The  Property.  The  Property  that is the  subject of this
Amended Agreement is described and depicted in Summit County Ordinance 333-A. No
additional  property  may be added to the  Property  that is the subject of this
Amended  Agreement  other than by amendment to Ordinance  333-A and this Amended
Agreement as provided herein.  Unless expressly set forth herein,  no provisions
of this  Amended  Agreement  shall  affect any land other than the  Property  as
described herein.

        Section 2.2  Incorporation of Original  Development  Agreement and Prior
Approvals.  The Original Development Agreement,  which is incorporated herein by
reference,  vested certain development rights (the "Prior  Approvals").  Where a
conflict exists between the provisions of the Original Development Agreement and
this Amended  Agreement,  the provisions of this Amended Agreement shall govern.
These Prior Approvals include:

          2.2.1 The Canyons  Resort  Center.  For the Project  Sites  designated
          within the original  Canyons SPA Plan as the Grand Summit  Hotel,  the
          Forum,  the  Pedestrian  Plaza,  the T1 Village  Station,  the Sundial
          Lodge,  and the Resort Services  Building  (collectively  "The Canyons
          Resort Center Sites"),  approval of the Original Development Agreement
          constituted  final Plat and Site Plan approval in accordance  with the
          requirements  of the Code,  General  Plan,  and Global  Principles  as
          implemented  therein.  All of The  Canyons  Resort  Center  Sites  are
          required to be developed in accordance with all applicable regulations
          and conditions (to include those mandated by the Original  Development
          Agreement and the Original Canyons SPA Plan Book of Exhibits),  design
          standards,  and final Site Plans or Final Subdivision Plats pertaining
          to  each  particular  Site.  Failure  to  so  comply  is  grounds  for
          revocation of final Site Plan or Subdivision  Plat approvals or denial
          or revocation of building  permits issued  pursuant to such final Site
          Plan or Final Subdivision Plat.

<PAGE>


          2.2.2 Ski 98.  For the  Project  Site  designated  as "Ski 98",  which
          constitutes a Low Impact Development Activity under the Code, approval
          of the Original Development  Agreement constituted an approved use and
          density  in  accordance  with the  original  Canyons  SPA Plan Book of
          Exhibits;  however, the Developers were only allowed to implement such
          uses and densities  through the  acquisition of a Low Impact Permit by

<PAGE>

          the  Director  pursuant  to the  Code  and  any  other  standards  and
          requirements  set  forth in the  original  Canyons  SPA  Plan  Book of
          Exhibits,  including the Statement of Global Principles as implemented
          therein.

          2.2.3 The  Canyons  Drive.  For The  Canyons  Drive,  now known as The
          Canyons Resort Drive,  approval of the Original Development  Agreement
          constituted an approval of the Final Road Dedication Plat, as included
          in the  original  Canyons  SPA Plan  Book of  Exhibits.  The  Original
          Development  Agreement also constituted the County's acceptance of The
          Canyons  Resort Drive road  dedication as a public  thoroughfare  upon
          completion  of the  roadway  and  approval  of the work by the  County
          Engineer.  The  Developer  was  required to  establish  an  acceptable
          Development  Improvements  Agreement for The Canyons  Resort Drive and
          all internal  private roadways as depicted in the original Canyons SPA
          Plan,  including a re-vegetation and planting plan, as required by the
          Code,  prior to any  construction  related  to the  improvements.  The
          Master  Developer has  appropriately  reserved therein an easement for
          multiple  transportation  towers to support a transportation system in
          the median of the roadway.  Notwithstanding  the County's agreement to
          maintain  The  Canyons  Resort  Drive  as a public  thoroughfare,  the
          Developers  shall have a right of ingress and egress to  maintain  the
          landscaping  within  the  rights-of-way  by  a  separate  right-of-way
          landscape  maintenance  agreement,  which is incorporated by reference
          herein.  The entire  Canyons SPA is within County  Service Area #6 and
          shall be assessed  as such for  purposes  of  maintaining  The Canyons
          Resort Drive.

          2.2.4  People  Mover.  With  respect  to  the  transportation  element
          referenced  on the  original  Canyons SPA Plan Book of Exhibits as the
          "People Mover," which was not vested, the County and Developers agreed
          to continue a dialogue  concerning the appropriateness of such for the
          Resort.  This  prior  approval  is  hereby  modified  in this  Amended
          Agreement  to  establish  the People  Mover as a Permitted  Use and to
          require construction of the People Mover in The Canyons Drive corridor
          as a traffic mitigation  requirement of the Project in accordance with
          the  provisions  of Sections  3.3.4 and  3.6.3.10 and Exhibit I.4. The
          specific  alignment and  technology  will be determined  through a Low
          Impact Permit  issued by the Director in accordance  with the Code and
          any  other  standards  and  requirements  set  forth  in the  Book  of
          Exhibits,  including the Global Principles as implemented  herein. The
          Director shall seek a recommendation  from the Planning Commission and
          shall obtain  input from  affected  neighbors  on adjacent  properties
          concerning the matter prior to making a final decision.



<PAGE>


          2.2.5 The Colony  Phases I and II.  For the  Project  Site  designated
          within  The  Canyons  SPA as The  Colony  Phases I and II,  the  Final
          Subdivision  Plats for both Project Sites have been approved by Summit
          County.  The  application  of the Global  Principles  to these Project
          Sites was included in the  original  Canyons SPA Plan.  These  Project
          Sites shall continue to be developed in accordance with the applicable
          Global  Principles as  implemented  herein,  The Colony  Architectural
          Design  Guidelines,   the  conditions  in  the  Original   Development
          Agreement and the respective  Final  Subdivision  Plats, the Code, and
          General Plan policies and standards  pertaining to both Project Sites.
          Failure to so comply are grounds for  revocation of Final  Subdivision
          Plat approval or denial/revocation of Building Permits issued pursuant
          to such Final Subdivision Plat.

          2.2.6 The Colony Phases III, IV, and V. For Project  Sites  designated
          within The Canyons SPA as The Colony Phases III through V, approval of
          the Original  Development  Agreement  constituted  an approved use and
          density  in  accordance   with  the  base  density   within  the  Code
          Development  Potential Matrix.  This prior approval is hereby modified
          in this Amended  Agreement to accommodate the terms,  conditions,  and
          densities  provided  for in the Land Use and Zoning  Chart and Exhibit
          K.1  and  Exhibit  K.2.   However,   the  Developers  are  limited  to
          implementing  the uses and  densities  now set  forth in this  Amended
          Agreement through the issuance of a Final Site Plan/Subdivision  Plat,
          (which are prerequisites to a building permit), in accordance with the
          Minor Development  Permit Review Process in the Code,  specific Global
          Principles  applicable for each Project Site, The Colony Architectural
          Design  Guidelines,  and other  applicable  provisions of the Code and
          General Plan.  All Project Sites must be developed in accordance  with
          the applicable  Global Principles and the terms and conditions in this
          Amended  Agreement,  as well as  appropriate  Code  and  General  Plan
          standards  and policies  pertaining to that  particular  Project Site.
          Failure to so comply is grounds for denial of Final Site Plans  and/or
          Subdivision Plats. Phases III, IV, and/or V of The Colony shall not be
          approved  until such time as there is an  acceptable  Joint  Operating
          Agreement  with the RVMA Master  Association  as  described in Section
          3.5.3.

          2.2.7 Cox and Muller and Groutage  Project Sites. For the Project Site
          designated  as the "Cox and Muller" (that  portion of  "Cox/Muller  1"
          noted on the Land Use and Zoning Chart) and "Groutage" (referred to as
          "Groutage/Jaffa  1" on  the  Land  Use  and  Zoning  Chart)  projects,
          approval of the Original Development Agreement constituted an approved
          use and  density  in  accordance  with The  Canyons  SPA Plan  Book of
          Exhibits;  however,  the  Developer may only  implement  such uses and
          densities  through the  issuance  of a Final Site Plan or  Subdivision
          Plat, (which are  prerequisites to a building  permit),  in accordance
          with the Minor Development Review Process outlined in Section 3.6.B of
          the  Code.   (Although  this  process  is  intended  for   residential
          development,  the  procedures  outlined  therein shall be used for the
          purpose of review in and approving these project sites). The applicant
          shall be required to submit with the application for review all of the
          pertinent information required under 3.7.E(2) of the Development Code.
          The major issues which shall be considered are visual impact,  access,
          concurrency  management,  employee housing  impacts,  and relationship
          with neighboring  uses.  Additionally,  these projects are required to
          comply with all standards and criteria  established in The Canyons SPA
          Plan Book of Exhibits, including the Statement of Global Principles as
          implemented   herein,   The  Canyons   Resort   Center   Architectural
          Guidelines,  and other  applicable  provisions of the Code and General
          Plan.  All Project  Sites must be  developed  in  accordance  with the
          applicable Global Principles, as well as appropriate Code/General Plan
          standards/policies,   pertaining  to  that  particular  Project  Site.
          Failure to so comply  shall be grounds  for denial of Final Site Plans
          and/or Subdivision Plats.



<PAGE>


          2.2.8 Snyderville West Parcel. Ordinance was previously adopted to
          permit 40 multi-family  dwelling units on the Snyderville  West parcel
          (the "Hansen Units").  The Hansen Units must be tightly  clustered and
          shall be  comparable  in size to other  Canyons  Resort  accommodation
          units.  The total  gross  square  footage  permitted  shall not exceed
          80,000 on approximately four acres identifies as Parcel SW1 in Exhibit
          B.1.  All future  development  that will occur as result of the Hansen
          Units will require final site plan approval.  The actual building area
          for these density transfers shall be determined  through specific site
          plan approval in conjunction with the  comprehensive  amendment to the
          Canyons SPA Plan that further  identifies other development  potential
          and location  requirements on the Snyderville West parcel.  The Hansen
          units  must also  occur in a manner  consistent  with the  Snyderville
          Basin General Plan, the Code, and the Global Principles.

        Section 2.3 Approved  Project  Sites.  The Canyons SPA Plan  encompasses
much of the West Mountain  Neighborhood  Area as delineated in the General Plan.
The  Development  Approvals  designated in this area are depicted in The Canyons
SPA Master  Development  Plan attached  hereto as Exhibit B, and are  consistent
with the General Plan.  The  Development  Areas and Project  Sites  specifically
approved under this Amended  Agreement,  and the express  conditions of any such
approval,  are as set forth in Exhibits B. All  approvals  granted under Section
2.2  above  remain in  effect,  as  described  in  Ordinance  333,  except  when
specifically modified by this Amended Agreement.

          2.3.1 Moving Participating Owner Densities. It is recognized that from
          time to time transfers of a portion or portions of density on lands in
          the ownership of a single Participating  Landowner may be necessary to
          achieve the  objectives of this Amended  Agreement.  Such transfers of
          density may be allowed by the BCC provided  that the total  density in
          the ownership of the Participating  Landowner is equal to or less than
          the total prior to the transfer.  The Design  Review  Committee of the
          RVMA shall review the proposed transfer and submit a letter of opinion
          prior to submitting  the request to the Director.  The Director  shall
          present the request to transfer  density within the Canyons SPA to the
          BCC,  and a copy  of  such  request  to the  Planning  Commission  for
          informational purposes only.



<PAGE>


          2.3.2  White  Pine  Canyon  Road  Access.  The  development  approvals
          contained  in this  Amended  Agreement  with regard to the property of
          Mines Ventures and Silver King Mines is expressly conditioned upon and
          subject to  adequate  road  access  over the White Pine  Canyon  Road.
          Although said roadway is a county road where it begins at Highway 224,
          it changes to a private  road upon  entering  The Colony  development.
          Consequently,  a private  easement of adequate  scope and size through
          The Colony  development is essential to both Mines Ventures and Silver
          King Mines. As of the date of this Amended Agreement, the parties have
          represented  to the County  that they can reach a  resolution  of this
          issue and they are attempting to consummate the agreement.  Based upon
          this  understanding,  the County has approved  the Mines  Ventures and
          Silver King Mines Project  Sites  conditioned  upon the  resolution of
          adequate  access.  In the event that there is not  adequate  access to
          either Mines  Ventures or Silver King Mines,  the County  reserves the
          right to terminate this Amended Agreement as to the Mines Ventures and
          Silver King Mines parties and Development Areas.

          2.3.3  Approvals  Related to the  Expansion of Ski 98,  including  the
          Mountain  Master  Plan.  This  Amended   Agreement   contemplates  the
          expansion of the  improvements  to The Resort that were approved under
          Ski 98,  as  described  in  Subparagraph  2.2.2  above,  which  in its
          entirety is know as the Mountain Master Plan. The Mountain Master Plan
          is fully  described  in Exhibit B.6 to this Amended  Agreement,  which
          shall be considered  permitted  uses subject to the  Developer  making
          application to the County for a Low Impact Permit.  The Director shall
          review the request  for a low impact  permit for  compliance  with the
          provisions  of  this  Amended  Agreement,   the  Statement  of  Global
          Principles,   and  the  Code.  The  Director  shall  ensure  that  the
          Developer's proposal does not adversely affect critical viewsheds that
          have been  identified in the General Plan or during the preparation of
          this Amended Agreement.

     Section 2.4 Colony  TDR.  Under the  Original  Development  Agreement,  The
Colony  agreed  to act as a  receiving  area for TDR units in excess of the base
density  for that  Development  Area.  Additional  TDR  incentive  units are now
required  in this  Amended  Agreement  for  facilitate  The  Canyons  SPA  Plan.
Combined, the number, location,  phasing, and other requirements and obligations
of The Colony with respect to the TDR units are fully  described in Exhibits K.1
and K.2.

        Section 2.5 Vested Rights.

          2.5.1  Vested  Rights.   This  Amended   Agreement   vests  the  uses,
          quantities,  densities,  location,   configuration,   massing,  design
          guidelines  and  methods,   development   standards,   Project  Sites,
          processes,  road  placements and designs  (including  sizes of roads),
          road  grades,   road  curb  cuts  and   connections,   and  all  other
          improvements  as  described  above  and as  reflected  in the  Book of
          Exhibits and all other  provisions of this Amended  Agreement.  To the
          extent that there is any  conflict  between  the text  portion of this
          Amended Agreement and the Book of Exhibits, the more specific language
          or description, as the case may be, shall control.

          2.5.2  Exemption  from Code.  The rights  vested as  provided  in this
          Amended  Agreement are exempt from the  application of the Code and to
          subsequently enacted ordinances only to the extent that such exemption
          is a condition precedent to the grant of the vested rights pursuant to
          the Findings above and to the extent such exemption does not interfere
          with the County's reserved  legislative  powers in Section 5.3 herein.
          The parties further contemplate that all other provisions of the Code,
          as amended,  and other applicable laws shall apply,  including without
          limitation  the  imposition of  administrative  fees as established by
          Resolution 99-11 as amended from time to time.


<PAGE>


          2.5.3 Conversion of Allocated Commercial Square Footage to Residential
          Square  Footage  Prohibition.  The parties  understand and agree that,
          with regard to  density,  allowable  Commercial/Retail  uses cannot be
          converted to  accommodations  or residential  uses in any  Development
          Area,  as  described in the Land Use and Zoning  Chart,  and cannot be
          converted to Accommodation Area, as defined in Exhibit B.2

        Section 2.6 Developer's Discretion.  Subject to Section 3.10, nothing in
this Amended Agreement shall obligate the RVMA or any Developer to construct the
Project or any particular Project Site, and the RVMA or Developers,  as the case
may be, shall have the discretion to determine whether to construct each Project
Site based on such Developer's business judgment;  provided,  however, that once
construction has begun on a Project Site, the relevant  Developer shall have the
obligation to complete such construction.

        Section 2.7  Development  Approval  Process.  All applicants  requesting
approval of final  subdivision plats  (residential,  including single family and
multi-family,  and commercial uses),  condominium plats (residential,  including
single  family  and   multi-family,   and  commercial   uses),  and  site  plans
(residential,  including  single family and  multi-family,  and  commercial  and
industrial  uses) within The Canyons SPA,  except those specific  projects whose
subdivision  plat or site plan  approvals are provided for in other  sections of
this Amended Agreement,  shall follow the process set forth herein.  Condominium
Plats  shall  comply  only with  those  subparagraphs  in this  Section in which
condominium plats are specifically  cited. In the event of a procedural conflict
between the Code and this  Amended  Agreement,  the  provisions  of this Amended
Agreement shall govern.

          2.7.1 Master Association Review. Prior to the submission to the County
          of any Sketch Plans for a proposed  Subdivision Plat or Site Plan, the
          Developer shall submit its Sketch Plans to the Design Review Committee
          of the RVMA for the  Design  Review  Committee's  written  opinion  in
          accordance  with the terms of Article 5 of The Canyons  Resort Village
          Management Agreement. The Developer shall be required to have obtained
          the opinion of the Design Review  Committee  prior to  submitting  its
          Sketch Plans to the County.

          2.7.2  Sketch  Plan.  Developers  within The Canyons SPA shall  submit
          Sketch Plans of the  proposed  subdivision  plat,  or site plan to the
          Staff for  preliminary  review prior to submitting an application  for
          Plat or Site Plan  approval.  The  Staff  shall  review  and take into
          consideration  the  written  opinion of the Design  Review  Committee.
          Sketch Plans submitted  shall meet all of the  requirements of Chapter
          3.7.B(2) of the Code and this Amended Agreement.



<PAGE>


          2.7.3 Staff Review of Sketch  Plans.  The Staff will review the Sketch
          Plans for compliance with the  requirements of this Amended  Agreement
          and  will  conduct  discussions  with  the  Developer  to  review  any
          modifications  necessary to comply with this Amended Agreement. If the
          Staff and the  Developer  disagree on  compliance  based on the Sketch
          Plans,  the Developer may, in the  alternative,  seek  information and
          guidance from the Planning Commission at a regular meeting, or, at the
          Developer's  option,  proceed to process an application for Final Site
          Plan or Final  Subdivision Plat approval.  Staff review and comment on
          any  Sketch  Plan will be  completed  within a  reasonable  time.  The
          Director of  Community  Development  or staff member  responsible  for
          creating the agenda or scheduling matters for the Planning  Commission
          shall place any Sketch Plan review  request from the  Developer on the
          next available agenda date for the Planning Commission.

          2.7.4 Submission of Final  Subdivision or Condominium  Plats and Final
          Site Plans.

               (a) Final Design Review Committee  Review and Opinion.  Following
               the Sketch Plan process,  a Developer  shall submit  applications
               for final  subdivision  plat,  or final site plan approval to the
               Design Review  Committee for its review  pursuant to Article 5 of
               The  Canyons  Resort  Village  Management  Agreement.  The Design
               Review  Committee  shall provide copies of its opinion  regarding
               applications  for  final  subdivision  plat,  or final  site plan
               approval to both the Developer and the Director.

               (b) Submission to the County.  Following the Sketch Plan process,
               and after  receipt of  written  opinion  from the  Design  Review
               Committee,  or in  the  case  of a  condominium  plat  during  or
               following  construction  of the Project Site, the Developer shall
               submit applications with applicable fees for final subdivision or
               condominium  plat or  final  site  plan  approval  to the  County
               consistent  with the provisions of Section  3.7E(2) and Chapter 5
               of the Code. The application  shall include any other information
               required  in this  Amended  Agreement,  which  for  all  projects
               involving  hotel/lodging units shall include,  but is not limited
               to,  applicable  condominium  declarations,  time  share  program
               documents,  fractional interest  arrangements,  and a copy of the
               Property  Report  for  any  project   involving  a  timeshare  or
               fractional  interest   arrangement  that  will  be  delivered  to
               purchasers.  The County shall take into consideration the opinion
               of the Design  Review  Committee,  but shall not be  required  to
               adopt such opinion.  In addition to compliance  with the criteria
               required  under  Chapter 4 of the  Code,  the  following  service
               provider and concurrency  information  shall also be required and
               reviewed along with the detailed final  Subdivision  Plat or Site
               Plan. Upon receiving such information, the Director shall prepare
               a  report(s)  identifying  issues  and  concerns  related  to the
               proposal.

                    2.7.4.1 Water Service.

                    (a) A  feasibility  letter  for the  proposed  water  supply
                    issued by the State Division of Drinking Water.

                    (b)  Evidence  of  coordination  with the  public or private
                    water service  provider,  including an agreement for service
                    and an indication of the service area of the proposed  water
                    supplier,   commitment   service  letter  or  other  binding
                    arrangement for the provision of water services.


<PAGE>


                    (c) Evidence that water rights have been obtained  including
                    an  application  for  appropriation  or  change  application
                    endorsed by the State Engineer  pursuant to Section  73-3-10
                    of the Utah Code,  and a  certificate  of  appropriation  or
                    certificate  of change  issued in  accordance  with  Section
                    73-3-16  of the Utah Code.  The  County  shall not accept an
                    application or certificate that has lapsed,  expired or been
                    revoked by the State Engineer.

                    (d)  A  certificate  of  convenience  and  necessity  or  an
                    exemption  therefrom,  issued  by the State  Public  Service
                    Commission, for the proposed water supplier.

                    2.7.4.2 Sewer Service.  A Line Extension  Agreement approved
                    by the Snyderville Basin Sewer Improvement  District for the
                    proposed development.  No final subdivision plat, final site
                    plan or low  impact  permit  shall  be  approved  until  the
                    applicant has paid the  applicable  system  capacity fee for
                    the entire project or phase of the proposed development.

                    2.7.4.3 Fire Protection.

                    (a) A letter  from the Park  City Fire  District  indicating
                    that fire  hydrants,  water lines sizes,  water  storage for
                    fire  protection,  and minimum flow for fire  protection are
                    adequate.  These shall be  determined  using the standard of
                    the  Insurance  Services  Office which are known as the Fire
                    System Grading Standards. In no case shall minimum fire flow
                    be less than  1,000  gallons  per minute for a period of two
                    (2) hours.

                    (b) The  Developers  shall furnish  written  evidence to the
                    County  and the Park City Fire  District  verifying  that an
                    authorized  water  company  shall  be  responsible  for  the
                    perpetual and continual  maintenance of all fire  protection
                    appurtenances,  including  annual  flagging of all  hydrants
                    prior to November 1st of each year.

                    2.7.4.4  Recreation.  A letter  from the  Snyderville  Basin
                    Special Recreation District indicating that all requirements
                    of the District and the terms of this Amended Agreement have
                    been satisfied.

                    2.7.4.5 Other Service  Providers.  The Director shall secure
                    input  regarding  the  proposed  development  from all other
                    affected agencies and service  providers,  including but not
                    necessarily  limited to the Army Corps of Engineers,  County
                    Health  Department,  Utah  Power,  and the Park  City/Summit
                    County Arts Council.



<PAGE>


          2.7.5 Staff  Review and  Recommendation.  The Staff  shall  review the
          information  submitted pursuant to Section 2.7.4 and shall provide its
          recommendation to the Planning Commission.

          2.7.6 Planning Commission Consideration.  The application for approval
          of the final  subdivision or condominium plat or final site plan shall
          be considered by the Planning Commission on the next available regular
          agenda of the Planning Commission.

          2.7.7 Recommendation of Detailed Final Subdivision or Condominium Plat
          or Site Plan.  After the  Planning  Commission's  review  pursuant  to
          Section 2.7.6, it shall render a recommendation to the BCC to approve,
          deny, or approve with conditions the final  subdivision or condominium
          plat or final site plan.  The  recommendation  shall be based upon the
          Developer's  compliance with the  requirements and standards set forth
          in the Code and in this  Amended  Agreement.  Where any  ambiguity  or
          discrepancy exists between the Code and this Amended  Agreement,  this
          Amended Agreement shall govern.

          2.7.8 Approval of Final  Subdivision or Condominium Plat or Site Plan.
          After  receipt of the Planning  Commission's  recommendation,  the BCC
          shall,  after holding a public hearing  noticed in accordance with the
          requirements  of the Code,  render a  decision  approving,  denying or
          conditionally  approving the final  subdivision or condominium plat or
          final  site  plan.  The BCC shall  execute  the final  subdivision  or
          condominium plat or site plan. This shall be the final decision of the
          County.  The  decision of the BCC shall be based upon the  Developer's
          compliance with the policies of the General Plan and the  requirements
          and  standards  set forth in the Code and in this  Amended  Agreement.
          Nothing herein shall allow the Code, or any amendments or restatements
          of the Code,  to modify or amend the  vested  rights  created  in this
          Amended Agreement, except as provided in this Amended Agreement. Where
          any  conflict or  ambiguity  exists  between the Code and this Amended
          Agreement, this Amended Agreement shall govern.

          2.7.9  Recordation.  Upon approval by the County Attorney of the Final
          Subdivision or Condominium  plat or site plan and a preliminary  title
          report, and once all required service provider  signatures  identified
          in Chapter 5 are obtained, the BCC shall execute the plat or site plan
          and shall cause the final  subdivision  or  condominium  plat or final
          site plan and any other  applicable  documents  to be  recorded in the
          records of the Summit  County  Recorder.  The Project  Site  Developer
          shall pay all applicable recording fees.

          2.7.10  Appeal.  Following  the  exhaustion  of  these  administrative
          remedies ending in a final  determination by the County's  legislative
          body,  that final  determination  shall be  appealable to the District
          Courts of the State of Utah under Utah law, U.C.A. 17-27-1001.



<PAGE>


          2.7.11  Submit Final  Documents.  Following  the approval of the final
          subdivision  plat or final site plan by the BCC, the  Developer  shall
          submit all applicable Construction Plans as required in Section 5.4 of
          the Code, as well as for the installation and guarantee of development
          improvements   (Development  Improvements  Agreement  as  required  in
          Chapter 6 of the Code), to Staff consistent with the provisions of the
          Code.  In  addition,  any other  related  approvals  required  in this
          Amended  Agreement  shall be  submitted  at this time for  review  and
          approval  in  accordance  with  the  terms  defined  in  this  Amended
          Agreement.

          2.7.12   Recommendation.   The  Staff  shall  review  the  information
          submitted pursuant to Section 2.7.11 and provide its recommendation to
          the Board of County Commissioners.

          2.7.13 Board of County  Commissioners  Final Approval of  Construction
          Plans and Development Improvements Agreement. Following the submission
          of the Staff  recommendation  to the Board of County  Commissioners on
          the final construction plans and development  improvements  agreement,
          the application  shall be placed on the Consent Agenda of the Board of
          County Commissioners for final approval.

     Section  2.8  Compliance  with  Local  Laws and  Standards.  The County has
reviewed the Code and the General Plan and has  determined  that the  Developers
have  substantially  complied with the provisions  thereof and hereby finds that
The Canyons SPA Plan is  consistent  with the purpose and intent of the relevant
provisions of the General Plan and the Code. The parties agree that the omission
of a limitation or  restriction  herein shall not relieve the  Developers of the
necessity of complying with all applicable County Ordinances and Resolutions not
in  conflict  with the  provisions  of this  Amended  Agreement,  along with all
applicable State and Federal Laws.

        Section 2.9 Other County Regulations and Review Procedures.

          2.9.1  Building  Permits  Required.   Prior  to  the  commencement  of
          development  activity at any Project  Site, a Building  Permit must be
          obtained from Summit County. In addition to all other requirements for
          issuance of Building Permits under the Snyderville  Basin  Development
          Code and Uniform  Fire/Building  Codes, a prerequisite to the issuance
          of any Building  Permit shall be an approved Final  Subdivision  Plat,
          Final Site Plan or Low Impact Permit.

          2.9.2  Development   Improvements   Agreement  Required.  A  building,
          grading,  or other related  development  permit will not be issued for
          any Project Site or any  structure  within a Project Site  approved in
          The  Canyons  SPA Plan  until  an  adequate  Development  Improvements
          Agreement,  in  accordance  with  Chapter  6 of  the  Code,  has  been
          established  and  accepted by Summit  County.  A separate  Development
          Improvements  Agreement  may be  established  for each of the  Project
          Sites approved under Sections 2.3, 2.5, and 2.7 above.

          2.9.3 Construction Mitigation and Management Plan Required. A building
          permit, grading or other related development permit will not be issued
          for any Project Site or any structure  within a specific  Project Site
          approved  in The  Canyons  SPA  Plan  until an  adequate  Construction
          Mitigation and Management  Plan has been  established  and accepted by
          Summit County  consistent with Exhibit F attached  hereto.  A separate
          plan shall be established for each of the Project Sites approved under
          Sections 2.3, 2.5, and 2.7 above.


<PAGE>



          2.9.4  Concurrency   Management  Required.   An  applicant  for  final
          subdivision  or  condominium  plat or site plan or low  impact  permit
          approval   shall   demonstrate   that   all   concurrency   management
          requirements  of  Chapter 4 of the Code  have  been met,  and that the
          Developer/applicant is not in default of the Resort Village Management
          Association  Agreement,  or any  other  requirement  of  this  Amended
          Agreement.  The Summit County  Community  Development  Director  shall
          cause  the  issuance  of  a  building  permit  upon  demonstration  of
          compliance with all such requirements. No building permits, to include
          a footing and  foundation  permit,  will be issued for a Project  Site
          until the water  infrastructure,  including  pipes  and  hydrants,  is
          installed,  water is flowing at suitable  pressure  and  available  to
          serve Project Sites. For there to be more than one water  distribution
          system  suppling  water  to  Project  Sites  with  the  Project  these
          different water systems must be connected for the purposes of ensuring
          emergency supply, unless otherwise approved by Summit County.


                                    ARTICLE 3
                          OBLIGATIONS OF THE DEVELOPERS

        Section 3.1 Approved Uses.  The uses approved in this Amended  Agreement
are the only uses permitted under this Amended Agreement. No other uses shall be
permitted until approved by the County through the amendment procedure set forth
in this Amended Agreement.

        Section 3.2 Phasing.  Development on those lands that are located within
the RVMA shall be phased in a manner that:  1) generally  radiates  outward from
the Resort Core and 2)  sustains  and  complements  all  development  within the
respective  Development  Areas.  It is a further purpose of this phasing plan to
ensure that all development is completed in a manner that, should the Project be
terminated for any reason prior to completion,  as  contemplated in this Amended
Agreement,  the level of development  that is achieved prior to termination will
leave functional,  properly maintained  neighborhoods  and/or a community within
The Canyons SPA. This section  specifies  conditions  that shall be satisfied to
commence  development of Project Sites in each of the  Development  Areas within
the RVMA  portion of the  Project.  In addition to the  conditions  stated here,
development  must comply with all other  applicable  provisions  of this Amended
Agreement.

          3.2.1 Master Developer.  The Master Developer will develop its Project
          Sites from the Resort  Core  outward at a ratio of 3 to 1, Resort Core
          to other Master Developer Project Sites, until such time as 75% of the
          Master  Developer's  Resort Core  Project  Sites are  completed  and a
          certificate  of occupancy  issued.  Once 75 % of its Project Sites are
          completed, the Master Developer may develop the balance of its Project
          Sites in any  sequence or  combination  it chooses.  Unless  otherwise
          approved by the BCC, the only exclusions  from the Master  Developer's
          phasing requirement are specified in Section 3.2.3 below.



<PAGE>


          3.2.2  Participating  Landowners.  The  Participating  Landowners  may
          proceed  with  development  subject to  compliance  with this  Amended
          Agreement  and  the  precedent  conditions  specified  below  for  the
          Development  Area(s) in which their Project  Site(s)  is/are  located.
          Unless  otherwise  approved by the BCC, the only  exclusions  from the
          Participating Landowner's phasing requirement are specified in Section
          3.2.3 below.

               3.2.2.1 Lower Village  Development Area. Prior to the development
               of any Project Site in this  Development Area the following shall
               occur:

                         A. The golf course,  specifically  those holes  located
                         within   this   Development   Area,   shall   be  under
                         construction.

                         B.  The  Early   Planting  Plan   identified  for  this
                         Development  Area shall be completed  prior to issuance
                         of any  building  or related  permits  for real  estate
                         development.

                         C. Lower Village Core:

                                1. The Transit  Center as illustrated on Exhibit
                                C.1.3 must be  completed.  Transit  Center means
                                that paved roadway and parking  areas  extending
                                from the  Welcome  Center  southerly  to the bus
                                turnaround,   sidewalks   adjacent  to  the  bus
                                parking, streetscape, and passenger shelters;

                                2. The People Mover or another  interim  transit
                                solution as allowed under Section 3.6.3.10; and

                                3. Retail  commercial  development,  and related
                                Project Sites,  that is specifically  associated
                                with  and  located   directly   surrounding  the
                                Welcome   Center  and  adjacent   transportation
                                functions.

                         D.  For  other  Hotel/lodging  units  and  multi-family
                         residential   east  of  the  periphery  road  to  begin
                         development:

                                1.   Completion  of  those  items  described  in
                                Section 3.2.2.1.B shall be completed.

                    3.2.2.2 Frostwood Development Area. Prior to the development
                    of  any  Project  Site  within  this  Development  Area  the
                    following shall occur:

                         A.  The  Early   Planting  Plan   identified  for  this
                         Development  Area shall be completed  prior to issuance
                         of any  building  or related  permits  for real  estate
                         development.



<PAGE>


                        B. The  installation  of the Frostwood Lift as described
                        in Section 3.6.3.9 shall occur.

                        C. Following  compliance with Sections  3.2.2.2.A and B,
                        the  hotel/lodging  units identified in the Land Use and
                        Zoning Chart for this  Development Area may begin at the
                        Developer's   discretion.   The   development   of   the
                        hotel/lodging  units shall commence adjacent to the lift
                        terminal and progress to the north.

                        D. The golf  course,  specifically  those holes  located
                        within   this   Development   Area,   shall   be   under
                        construction  before any development  approvals required
                        under  this  Amended   Agreement  will  be  granted  for
                        multi-family  residential  units within this Development
                        Area. The ninth hole clubhouse  facility may be built in
                        conjunction with the golf course.

                        E. The development of multi-family  residential dwelling
                        units  identified  in the Land Use and Zoning  Chart may
                        occur along the easternmost  roadway connecting Sun Peak
                        Drive to The Canyons.  But in any event the multi-family
                        residential shall commence near the  hotel/lodging  core
                        and progress to the north.

                    3.2.2.3  Willow  Draw   Development   Area.   Prior  to  the
                    development of any Project Site within this Development Area
                    the following shall occur:

                        A  The  Early   Planting   Plan   identified   for  this
                        Development Area shall be completed prior to issuance of
                        any   building  or  related   permits  for  real  estate
                        development.

                        B. Access and infrastructure which meet the requirements
                        of this Amended Agreement shall be in place.

                        C. Prior to the  development  of the first  Project Site
                        within this  Development  Area,  the  pedestrian  bridge
                        connection,  as generally shown in Exhibit B.5.1,  shall
                        be  constructed,  and  there  shall be a  provision  for
                        on-going, year round maintenance of the trail, to permit
                        direct  pedestrian  accesses to the Resort  Core. A plan
                        for  construction  of the bridge  shall be  submitted to
                        Summit County with the Final Site Plan  Application  for
                        the first Project Site within this Development  Area, if
                        not before.

                    3.2.2.4  Tombstone  Development  Area.  Suitable  access and
                    infrastructure  which meet the  requirements of this Amended
                    Agreement  shall be in place prior to the development of any
                    Project Site within this Development Area.



<PAGE>


                    3.2.2.5  Cove   Development   Area.   Suitable   access  and
                    infrastructure  which meet the  requirements of this Amended
                    Agreement  shall be in place prior to the development of any
                    Project Site within this Development Area.

                    3.2.2.6 Red Pine Lake Development Area.  Suitable access and
                    infrastructure  which meet the  requirements of this Amended
                    Agreement  shall be in place prior to the development of any
                    Project Site within this Development Area.  3.2.2.7 Red Pine
                    Road  Development  Area.  Prior  to the  development  of any
                    Project  Site within  this  Development  Area the  following
                    shall occur:

        A.      Access and  infrastructure  which meet the  requirements of this
                Amended Agreement shall be in place.

        B.      Direct  pedestrian  connectivity to the Resort Core is required.
                If Project Sites in this Development  Area initiate  development
                prior to Project Sites between them and central pedestrian plaza
                and Forum that lay at the heart of the Resort Core, then a paved
                pedestrian trail, sufficient to serve pedestrians,  bicycles and
                similar users,  shall be built in the location shown in Exhibits
                B.5.1 and I.2.2 prior to the issuance of any building or related
                permit  unless it can be  demonstrated  to the  Director  that a
                suitable  easement  (including a provision  for  on-going,  year
                round   maintenance  of  the  trail)  is  in  place  across  the
                intervening  properties  and  a  bond  adequate  to  secure  the
                construction is in place. Only then the trail may be constructed
                prior to a  certificate  of occupancy for the first Project Site
                in  this  Development  Area.  A plan  for  the  trail  shall  be
                submitted to Summit County with the Final Site Plan  Application
                for the first Project Site within this Development Area.

                    3.2.2.8 Red Pine Village  Development Area.  Suitable access
                    and  infrastructure  which  meet  the  requirements  of this
                    Amended Agreement shall be in place prior to the development
                    of any  Project  Site within this  Development  Area.  3.2.3
                    General  Exemptions.  There are certain types of development
                    that  will  not  be  subject  to  the  phasing  requirements
                    established in this Section.  The exempted development shall
                    be  as  follows.  These  uses  must  be  permitted  uses  as
                    established   under  the  Land  Use  and  Zoning  Chart  and
                    elsewhere in this Amended Agreement.

                A.      Single family detached dwellings.

                B.      Ski   area   improvements   including   trails,   lifts,
                        restaurants, maintenance and other related facilities.

                C.      Development in The Colony,  Mines  Ventures,  and Silver
                        King Mines Development Areas.

                D.      Affordable employee housing.



<PAGE>


                E.      The Resort and Resort Community amenities and facilities
                        as  specifically  established in the RVMA master amenity
                        plan as  described  in  Section  3.6.3  of this  Amended
                        Agreement.

                F.      Project Sites required or related to the construction of
                        crucial  project   transportation   infrastructure   and
                        facilities.

                G.      Project   Sites  that  are   specifically   required  to
                        facilitate  improvements to the Entry Corridor including
                        SR  224  and  Canyons  Drive,   and  other   significant
                        amenities.

          3.2.4 Temporary  Landscaping  Required.  In order to maintain  sightly
          surroundings  during the  construction  of the Project on  undeveloped
          Project Sites,  temporary  landscaping is required.  If no development
          has  been  initiated  on a  Project  Site  within  three  years of the
          effective date of this Amended Agreement,  a temporary  landscape plan
          shall be prepared,  installed,  and  maintained  by the  Participating
          Landowner of that Project Site.  The landscape plan shall be submitted
          for review and  approval as a Low Impact  Permit.  The plan shall meet
          the following standards:

                A.      a smoothly graded site with no debris,

                B.      an appropriate ground cover such as grass or the like,

                C.      trees, shrubs or some similar plant materials located if
                        possible to be consistent with future development plans,
                        and

                D.      a maintenance  plan to assure the materials grow and are
                        well kept.

          3.2.5  Entry  Corridor.   The  requirement  for  a  significant  entry
          corridor,  as depicted in Exhibit H.3,  shall be initiated by the RVMA
          within 180 days and shall be completed by the RVMA within 24 months of
          the Effective Date of this Amended  Agreement in conjunction  with the
          golf  course.   This   requirement   shall  include   enhancement  and
          maintenance  on both  the east and  west  sides  of  Highway  224 in a
          meaningful  way which  promotes a quality  entry to the  Resort.  This
          schedule will require that golf holes 11, 12, and 13 be programmed for
          early  construction so as to allow for final landscape in this period.
          A final plan for the entry  corridor  shall be submitted to the County
          within 30 days of completing the  preliminary  design and  engineering
          for the related  portions of the golf  course.  Said plan shall comply
          with the standards set forth in the SR 224 Corridor Plan  completed by
          Design  Workshop for Summit County and shall require Low Impact Permit
          approval.



<PAGE>


          3.2.6 Golf Course. The Canyons Master Plan includes an environmentally
          sensitive  18-hole  golf  course,  as depicted in Exhibit B.4 so as to
          satisfy the  County's  requirement  that The Canyons be a world class,
          all  season  resort.  The  parties  to this  Amended  Agreement  whose
          property  includes land for the proposed golf course  acknowledge  and
          agree that  completion  of the course is one of the  highest  priority
          public amenities in the SPA. To this end, all affected property owners
          hereby agree to establish an agreement within 90 days of the Effective
          Date of this Amended  Agreement  for the purpose of setting such lands
          aside  at no  cost  to the  County,  RVMA,  or  other  entity  for the
          construction of the golf course.  The Developers shall permit the golf
          course  developer  to construct  the amenity  without  obstruction  or
          interference.  Prior to start of construction of the golf course,  the
          affected property  required for completing the golf course,  including
          adequate  buffer  areas,  shall be  conveyed  at no cost to the  RVMA.
          Further, the RVMA and the Master Developer will ensure that the course
          is completed  within 36 months of the  effective  date of this Amended
          Agreement, starting as early as possible in the Spring of 2000. In the
          event that the Master  Developer  does in fact exercise and commit the
          funds to ensure delivery of the golf course as indicated herein,  then
          the Master  Developer shall have the option of taking ownership of the
          golf course in its  entirety.  The golf course  design  shall,  to the
          extent   feasible  based  on  the  planned   location,   maximize  the
          preservation of natural  features  especially in viewshed areas.  This
          will be  accomplished  through the use of a "target  course design" in
          the most environmentally sensitive areas. Outside of such areas design
          flexibility  shall be permitted.  In addition,  the stream corridor in
          Willow  Draw will be  reclaimed  by  designing a more  natural  stream
          channel that removes the stream from culverts and creates  appropriate
          water  features,  and  pedestrian  trails and benches along the stream
          through  creative  grading and as part of the plan. While priority may
          be given to residents and guests of properties  within the  boundaries
          of the RVMA and to a Developer  participating  in financing the course
          when approved by separate agreement with the RVMA, tee times,  subject
          to all standard  rules,  regulations,  and fees  established  for RVMA
          properties,  shall be made available to the general  public.  The golf
          course shall require a Low Impact Permit approval.

        Section 3.3 Project Benchmarks.  The Global Principles require that this
Amended Agreement include  "benchmark  assessments" that link development of the
Project  and  individual  Project  Sites to  implementation  of  public  policy,
accomplishment of specific mitigation measures,  and completion of amenities and
other proposed or anticipated  public  benefits.  This section  implements these
requirements through the Project Benchmarks (the "Benchmarks")  specified in the
following  sub-sections.  Each benchmark  sets forth  performance  standards,  a
system  for  monitoring  performance,   and  enforcement  provisions  to  remedy
non-performance.  The  individual  Benchmarks  shall be  enforced,  as described
below,  through  one  or  more  of the  following  enforcement  provisions:  (1)
conditions of approval for individual  condominium or  subdivision  plats,  site
plans,  building  permits,  or low impact  permits;  (2) the  Annual  Review and
default  provisions  set forth in this  Amended  Agreement;  and (3) through the
authority  vested in and the obligations of the RVMA, as described in Exhibit E,
and only when applicable The Colony Master Association.



<PAGE>


          3.3.1 Development  Phasing.  Development of the Project should proceed
          in logical phases,  described in Section 3.2, generally beginning with
          the Resort Core and working outward toward the edges.

                a) Standard. The Master Developer will develop its Project Sites
                within  the   Canyons  SPA  in   accordance   with  the  Phasing
                requirements   established   in  Section  3.2  of  this  Amended
                Agreement.


                b) Monitoring.  As part of the Annual Review  process,  the RVMA
                shall prepare a report that summarizes the amount of development
                undertaken by the Master Developer and participating  landowners
                over the  previous  twelve  months as measured in square feet on
                building  permits issued and  certificates of occupancy  issued.
                The report will state the amount of  development by type of use,
                including  the  number of hotel  and  lodging  units,  permanent
                residential  dwelling  units,  retail,  and  other  land uses as
                identified on Exhibit B.2. The report will include an assessment
                from the Park  City  School  District  regarding  the  number of
                school  students  generated  from  all  development  within  the
                Canyons  SPA.  The report also will show annual  development  in
                square  feet,  relative  percentages,  and the  location  of the
                development.   Beginning  with  the  second  Annual  Report,   a
                cumulative  chart will be prepared showing the same data for all
                development to date.


                c) Enforcement. If the County finds, on the basis of substantial
                evidence, the Master Developer or Participating  Landowners have
                not complied  with the  material  terms and  conditions  of this
                Section 3.3.1, the Master  Developer or individual  Project Site
                developers, depending on the specific situation, may be declared
                in default of this  Amended  Agreement by the County which shall
                have available to it the default procedures set forth in Section
                5.1 of this Agreement,  the enforcement  procedures set forth in
                Section  5.2 of  this  Agreement,  as  well  as the  ability  to
                withhold future approvals.

          3.3.2Employee Housing. All development outside of The Colony and Mines
          Ventures  Development  Areas  shall  provide  affordable  housing  for
          employees  to  improve  quality  of life,  reduce  impact  upon  local
          housing,  and manage and limit  in-commuting to the Snyderville Basin.
          The Silver King Mines  Developer  shall be required to  participate in
          the employee housing program. A detailed  Affordable  Employee Housing
          Plan must be  developed.  Technical  Appendix A hereto  specifies  the
          commitments  of the Project to develop and carry out a Plan to provide
          such housing and housing finance assistance.  A three-way  cooperative
          agreement  between  Summit  County,  Mountainlands  Community  Housing
          Trust,  and the RVMA is  envisioned to form the  legal/regulatory  and
          implementing  framework.  However,  the requirements of the Project to
          undertake the Affordable Employee Housing Plan are independent of this
          three-way agreement.



<PAGE>



                a) The Plan. The RVMA shall offer and provide  employee  housing
                that meets, at a minimum,  the total unit requirement  stated in
                The Rosenthal Report in Technical  Appendix A. However,  further
                work  must  be  undertaken  to  develop  a  specific  Affordable
                Employee  Housing Plan for The Canyons SPA. The Master Developer
                and  participating  landowners,  either  together or through the
                RVMA, shall:


                (1)  Identify  alternative  methods  available  to  produce  the
                required mix of housing by type. This may include, but shall not
                be  limited  to the  capitalization  of a  development  fund  by
                Mountainlands  Community  Housing Trust or other entity approved
                by  the  BCC  to   leverage   additional   funds   for   housing
                construction,   acquisition  and  rehabilitation,   or  employee
                housing  assistance;  write  down  the cost of  construction  or
                acquisition   to  make  housing   affordable;   scattered   site
                acquisition  of existing  units  within the  Snyderville  Basin;
                assistance  with security  deposits or other up front costs that
                present a  significant  barrier to  affordable  seasonal or year
                round employee rental housing;  withdrawal  provisions or a loan
                feature to the company's savings plan for qualified employees or
                assistance  with down payment and closing  costs for purchase of
                existing  properties  in  the  Snyderville  Basin  through  cash
                grants, low interest loans or mortgage guarantees.


                (2) Establish a system for monitoring and identifying changes in
                demand (quantity, type and levels of affordability). The parties
                will  compile an annual  report.  Data  sources will include but
                shall not be limited to: (i) the Mountainlands Community Housing
                Trust  monthly data on housing  requests;  (ii) annual  employee
                housing  survey  of  major   employers  in  the  Park  City  and
                Snyderville   Basin  area;  and  (iii)  and  the  Rosenthal  and
                Associates  annual Park City Housing  Affordability  Update that
                includes the Snyderville Basin.


                (3) Forecast,  based on the best available  information from the
                Master   Developer   and   Participating   Landowners,   typical
                development  scenarios,  together with  Projected job generation
                rates that might be  anticipated  over a five year  period.  The
                purpose  of the  forecast  is to  provide a means to  identify a
                schedule for the timely delivery of appropriate employee housing
                product.  This  forecast  shall  provide  the base upon  which a
                Housing  Action  Plan,  with a  one-three-five  year time frame,
                shall be developed.  The forecast use here shall,  to the extent
                possible,  be updated at least every two years and the five year
                Housing Action Plan shall be maintained and updated accordingly.



<PAGE>


                (4) Using the estimated  total number of eligible  employees and
                other data  identified  in the  Rosenthal &  Associates  report,
                there  shall be a  projection  of the number of  employees  that
                qualify  under the three  income  categories,  those being high,
                medium, and low based on Housing and Urban Development  (H.U.D.)
                guidelines or other  standards  appropriate  to the  Snyderville
                Basin. There shall also be an estimate of the number of eligible
                employees  in each of the three  categories  who  travel to work
                from outside the Basin.  For the balance of employees,  estimate
                the number and type of housing units and/or assistance  programs
                required in each of the three categories.


                (5) To  establish  a tool for  measurement,  estimate  the total
                square  feet  per  employee  of  housing   required  by  housing
                type/program  offered. The study shall consider existing housing
                conditions  in  the  Snyderville  Basin,  standards  applied  in
                comparable resort and mountain  communities,  and other relevant
                data.


                (6) Identify the range of employee  housing by "demand" so as to
                be able to  prioritize  delivery  and  availability.  This  must
                specifically  relate the number of jobs  created,  and therefore
                employee generation, to the specific phasing schedule identified
                herein and as refined by then  current  information.  The demand
                shall  take  into  consideration   employee  housing  previously
                provided by the Master Developer and other Developers.

                (7)  Establish  acceptable  operating  standards  for rental and
                ownership housing programs. In addition, covenants,  conditions,
                and restrictions  will be established for each project to ensure
                conformity with  established  norms.  These shall be approved by
                the BCC as part of the  Housing  Action Plan or at the time of a
                Final Subdivision or Final Site Plan for any Project Site, which
                includes any units dedicated to employee housing.

                (8) There  shall be  methods  established  for deed  restricting
                ownership housing in order to preserve and perpetuate affordable
                housing  stock in the event of sale.  The following are examples
                of  restrictions  that  might be  imposed  to  ensure  long-term
                affordable  home  ownership  programs:   (1)  Subsidy  recapture
                provision,  designed to reclaim the value of  subsidies  so that
                they can be recycled to benefit future  home-buyers;  (2) Resale
                price  restrictions,  designed to preserve the  affordability of
                specific  housing units for low and moderate income home buyers;
                (3)  occupancy  and use  restrictions,  designed  to assure  the
                continued  use of  specific  housing  units to  benefit  low and
                moderate income households;  and (4) the right-of-first  refusal
                to  purchase by The  Canyons,  Mountainlands  Community  Housing
                Trust or other designee as approved by Summit County.



<PAGE>



                (9) For employee  housing located in SPA  development  projects,
                standards and requirements  shall be established to qualify such
                accommodations  as  eligible  Employee  Housing on a  continuing
                basis.  These standards will address income;  unit mix and type;
                long term affordability controls; design and operations.

                  b)       Standard.

                           (1)      Required Performance:

                (a)     More than 50% of employee housing units required to meet
                        the demands  generated by the Project,  as determined in
                        the Plan, will be supplied within the SPA boundaries.

                (b)     All  "rental"  employee  housing  units shall be located
                        within the SPA boundaries.  "For sale" employee  housing
                        units may be located either within the SPA boundaries or
                        elsewhere  in the  Snyderville  Basin  and/or  Park City
                        area. The 20 rental employee  housing units owned by the
                        Master  Developer and located in  Prospector  Square are
                        allowable  under  this  Amended  Agreement  and shall be
                        considered a credit  against the required  total housing
                        requirements  determined in the Plan provided that these
                        units are  restricted  for employee use only and used by
                        employees who must meet the criteria of subparagraph (e)
                        below.

                (c)     A  package  of  ownership   subsidy  and  gap  financing
                        programs  will  be  offered   through  the  partners  to
                        eligible employees.

                (d)     All  employee   housing   programs   will  be  developed
                        proportionate to the percent of employees generated from
                        development  completed in all Development  Areas except:
                        (1) The Colony;  and (2) Mines Ventures.  The study will
                        determine a projected  construction phasing requirement,
                        which  shall  be  tied  to  demand,  and  which  will be
                        reviewed as part of the Annual Review.  For  constructed
                        housing,  the increments of development will be economic
                        units where economy of scale in finance and construction
                        are reasonable.

                (e)     Only  employees who earn at least eighty (80) percent of
                        their salary from  employment that is located within the
                        boundaries  of the RVMA  during the period of  residency
                        shall be  eligible to reside,  together  with spouse and
                        children,   in  an  employee  housing  unit  established
                        hereunder.



<PAGE>


                (2) 180 Day  Milestones:  180 days from final  approval  of this
                Amended   Agreement,   the  following  shall  be  completed  and
                presented to the BCC for review and approval.

                (a)     A formal written Affordable Employee Housing Action Plan
                        Agreement will be drafted and presented to the boards of
                        MCHT,  the RVMA,  and the Board of County  Commissioners
                        specifically  stating  the  terms  for  cooperation  and
                        construction  and  operation  of  the  employee  housing
                        consistent  with  the Plan  and  performance  objectives
                        outlined  above.  Should MCHT not be a participant,  the
                        County  and the RVMA shall  agree on another  acceptable
                        partner  or   arrangement   for  providing  the  housing
                        contemplated in this benchmark.

                (3) First Annual Review Milestones:

                (a)     Using the scope of work  outlined  above,  a report with
                        recommendations will be submitted to the decision making
                        boards of the parties for review,  comment and approval.
                        Following receipt of the report, the Summit County Board
                        of Commissioners shall review the report and, subject to
                        any conditions or changes which the BCC determines to be
                        reasonable  and  appropriate,  give final  approval to a
                        five  year  comprehensive  Affordable  Employee  Housing
                        Action  Plan.  The Plan shall  project how much and when
                        employee  housing demand will occur within the projected
                        buildout  of The Resort  and that  portion of the Resort
                        Community  that is within the  boundary  of the RVMA and
                        shall establish a specific  one-three-five  year Housing
                        Action  Plan for  addressing  demands  in the first five
                        years. This Action Plan shall also  specifically  define
                        (i) the  number  of units by type  and  location  (where
                        known),  (ii)  projected  rental rates and sales prices,
                        (iii)   proposed   deed   restrictions,   (iv)   leasing
                        provisions,   (v)   rules  and   regulations   regarding
                        occupancy, (vi) desired unit sizes in square feet, (vii)
                        ownership of rental units,  (viii) sale/resale  program,
                        (ix)  unit  furnishing  (where   applicable),   and  (x)
                        specific  housing  finance  programs  to be offered  and
                        mechanisms to implement them.

                (b)     The Housing  Action Plan shall be updated at least every
                        three years to ensure  that there will  continue to be a
                        five year estimate of housing needs for the Canyons SPA.
                        The BCC, depending on the development  phasing schedule,
                        may require the update prior to the three year schedule.
                        The  BCC and the  RVMA  shall  take  this  matter  under
                        consideration during the Annual Review.


<PAGE>



                  c)  Monitoring.  The Annual Review  process will report on the
                  status of the affordable  housing unit production and need, as
                  well as the  status  of the five  year  Housing  Action  Plan,
                  including  the  nature  and  success  of  housing   assistance
                  programs  established,  and  all  other  aspects  of the  Plan
                  described above.

                           (1)      Monitoring Measures:

                (a)     MCHT will review and  participant  in the annual reports
                        and reviews  with the County.  Should MCHT choose not to
                        participate,  the  Planning  Commission  (in lieu of the
                        MCHT),  the BCC,  and the RVMA will  participate  in the
                        annual review.

                (b)     Number of employees by employee  class as  identified in
                        the Rosenthal Report.

                (c)     Percentage   of   employee   housing    development   in
                        predevelopment  by type  as  outlined  in the  Rosenthal
                        Report.  Predevelopment means that a parcel(s) have been
                        identified  and  secured by either a letter or intent or
                        contract for sale and that  preliminary  steps including
                        but not limited to zoning,  architecture and engineering
                        and financing is underway.

                (d)     Percentage of employee housing  development  underway by
                        type as outlined in the Rosenthal Report. Underway means
                        a building  permit has been  issued no less than 30 days
                        prior to the due date for the Annual Review.

                (e)     Monitoring will be used to re-adjust the housing mix and
                        type  in  accordance   with  local  housing  trends  and
                        development.

                  d)  Enforcement.   If  the  County  finds,  on  the  basis  of
                  substantial  evidence,  that the RVMA has not complied in good
                  faith with the material  terms and  conditions of this Section
                  3.3.2 and that the amount of affordable  housing  produced and
                  the  level of  housing  assistance  offered  is less  than the
                  demand that has been generated by the Project, then the County
                  may  declare  that  the  RVMA is in  default  of this  Amended
                  Agreement  and  the  County  shall  have  available  to it the
                  default  procedures  set forth in  Section  5.1 herein and the
                  enforcement  procedures  set forth in Section 5.2  herein,  as
                  well as the authority to withhold future approvals, to include
                  Building  Permits  for  Project  Sites  that  impact  employee
                  housing needs. The RVMA shall not be found in default if it is
                  actively engaged in an effort to produce additional affordable
                  housing and said  housing will be ready for  occupancy  within
                  180 days.


<PAGE>



        3.3.3  Environmental  Protection  Measures.  A variety of  environmental
        protection  measures have been proposed as a part of Project development
        to  mitigate  potential  impacts  on the  environment  and to  generally
        enhance habitat and natural resources.

                 a)      Standards.

                         (1) The  Natural  Resources  Management  Plan  attached
                         hereto as Exhibit G and the Construction Mitigation and
                         Management Plan attached hereto as Exhibit F provide an
                         assessment of potential impacts and related  mitigation
                         measures  that will be  designed  into the  Project  or
                         conducted  during  and  after   development   activity.
                         Specific standards are set forth in these Exhibits that
                         augment  standards  normally enforced by the County and
                         other  agencies.  All Project Site Plans shall  include
                         construction  mitigation  plans and a natural  resource
                         management plan when required by the Director,  both of
                         which  shall be  consistent  with the  requirements  of
                         Exhibits G and F. These  plans  shall be  submitted  as
                         part of the Final Plat, Site Plan, or Low Impact Permit
                         application to the County.

                         (2) The Natural Resource  Management Plan does not take
                         into   consideration   the  impact,   if  any,  of  the
                         additional  TDR  units  to be  located  in  The  Colony
                         Development  Area.  Prior to or in conjunction with the
                         Joint Operating Agreement,  required herein, The Colony
                         Developer  and the  Director  shall  determine  whether
                         these is any  additional  impact that must be accounted
                         for as a result of the additional TDR lots.

                 b)  Monitoring.  Exhibits  G  and  F  both  specify  monitoring
                 programs to be conducted  during  construction  and,  following
                 project  completion,  on an ongoing basis.  The results of this
                 monitoring shall be incorporated into the Annual Review of this
                 Amended  Agreement.  In  addition,  during  construction,  each
                 individual  Project  Site  Developer  shall,  as  part  of  its
                 construction  mitigation plan  requirement,  pay to the County,
                 reasonable  costs not to exceed  $15,000 for  inspections by an
                 independent engineer,  jointly selected by the County Community
                 Development   Director   and/or   the  County   Engineer.   The
                 independent  engineer shall conduct weekly inspections at least
                 one  time  per  week of the  construction  mitigation  measures
                 prepared and approved as part of that  development,  as well as
                 other  inspections as may be reasonably  necessary from time to
                 time to ensure  compliance with this Section.  A written report
                 shall be  submitted  to the County  with a copy to the  Project
                 Site Developers.



<PAGE>


                 c)  Enforcement.  The County  shall have the ability to enforce
                 environmental impact mitigation and natural resource protection
                 policies,    standards,   and   improvements   by   withholding
                 condominium or subdivision plat, site plan, and building permit
                 approvals,  and  issuing  stop  work  orders  for a  particular
                 Project Site until environmental  impact mitigation and natural
                 resource  protection  policies  associated with that particular
                 Project  Site  are  addressed   consistent  with  this  Amended
                 Agreement,  the  Development  Code,  and other  County or other
                 agency policies and programs. In addition, if the County finds,
                 on the basis of substantial evidence,  that a Developer has not
                 complied in good faith with the material  terms and  conditions
                 of this  Section  3.3.3,  the County may declare  such party or
                 parties  in default of this  Amended  Agreement  and the County
                 shall have available to it the default  procedures set forth in
                 Section 5.1 herein and the enforcement  procedures set forth in
                 Section 5.2 herein.

          3.3.4  Amenities,  Recreation,  and  Cultural  Arts.  The  development
          contemplated in The Canyons Master Plan is expected to provide a range
          of amenities,  recreational facilities,  and cultural arts facilities,
          available  to the  public  as  described  in this  Amended  Agreement,
          including  public  and  quasi-public  facilities  that are  considered
          necessary  to  promote  the  type  of  Resort  and  Resort   Community
          contemplated under this Amended Agreement. While this is a requirement
          of the Project,  The Colony and Mines Ventures  Development  Areas are
          only  required  to   participate  in   recreational   aspects  of  the
          comprehensive  program.  The programs and  facilities are described in
          the  Recreation,  Amenities,  Arts and Trails Program in Exhibit I and
          The Canyons SPA Master Development Plan in Exhibit B.

                 a)      Standards.



<PAGE>


                (1)  Exhibit  I  comprises  the  "minimum"  Amenity  Plan  to be
                undertaken  by the RVMA.  Exhibit I.3 is The Resort  Developer's
                amenity program,  while Exhibit I.4 describes the RVMA's amenity
                program.  Together they are the basic level of  facilities  that
                shall  be  planned  to be  built  over the  period  required  to
                complete  construction  of the resort;  the  exhibits  include a
                schedule  for  completion  of the  facilities.  The RVMA and The
                Resort  Developer  may  provide  additional  amenities  as  they
                determine appropriate. The responsibility and authority for this
                work is vested in the  RVMA,  The  Resort,  and,  to the  extent
                agreed  upon  in  the  Resort  Village  Management   Association
                Agreement,  other  Project Site  developers.  The  amenities and
                stated priorities of construction will be diligently  pursued by
                the RVMA, The Resort, and relevant Project Site Developers.  The
                first priority of the RVMA is the design and construction of the
                golf  course.  With  regard to its  obligations,  the RVMA shall
                establish and maintain a five year capital  improvement  program
                and an annual  capital  budget for the  purpose  of  scheduling,
                budgeting for/ financing,  and undertaking these amenities.  The
                RVMA Amenity Plan, which will be reviewed with the County during
                the annual review,  may vary somewhat based on the  availability
                of revenues to and the ability to finance the  amenities  by the
                RVMA.  With respect to the Resort's  amenity plan,  ASC Utah may
                amend  the  implementation   schedule  for  its  amenities  plan
                annually to account for plan changes and  adjustments.  To alter
                the  improvements  included in ASC Utah's  amenity plan,  County
                approval shall be required.  In cases where alternative  funding
                sources may be available, the potential for use of those sources
                will be  fully  explored  in  order to  achieve  the  priorities
                indicated.

                (2) Exhibit I.2  identifies  the trail system for The Resort and
                the Resort  Community.  Easements or other conveyances for major
                regional trail segments will be given to the  Snyderville  Basin
                Special   Recreation   District.   Conveyances,   easements  and
                construction   standards  and   responsibilities   shall  be  as
                described in Exhibit I.2.3.

                (3) The RVMA shall prepare a Resort Competitiveness  Analysis at
                least every five years to assess the  position of The Resort and
                Resort  Community  versus  other  global  businesses  viewed  as
                competitors.  Such analysis will be undertaken  with two markets
                in mind - short-term  visitors to The Resort and resort property
                purchasers. The purpose of the analysis is to identify trends in
                the industry and  anticipate and  implement,  when  appropriate,
                programs,  amenities and facilities,  marketing strategies, real
                estate  offerings,  and other  measures  to  capitalize  on such
                trends and attract and retain  customers.  The RVMA will include
                the  analysis  in the  Annual  Review  in these  years  that the
                analysis is undertaken.

                (4) The Master Developer,  the RVMA, and Director shall continue
                to review the amenity definitions established in Exhibit I.5 for
                the  purposes of refining  and adding  additional  details  that
                adequately  describe these amenities.  The list shall be refined
                within 180 days of the Effective Date of this Amended Agreement.
                The  Director  shall seek input  from  others,  such as the Park
                City/Summit  County  Arts  Council,   to  aid  in  refining  the
                amenities  definitions.  The revised amenity  description,  once
                approved  by the  Director,  shall be  considered  automatically
                incorporated   into  this  Amended   Agreement,   replacing  the
                descriptions originally included herein.

                 b)  Monitoring.  The Resort and the RVMA will review and update
                 on an annual  basis their  respective  amenity  plans and shall
                 submit such to the County as part of the Annual Review  process
                 as  described  elsewhere  in  this  Agreement.   More  specific
                 descriptions of the basic level of amenities and facilities are
                 included in Exhibit I.5.



<PAGE>



                 c)  Enforcement.  The County  shall have the ability to enforce
                 the  amenities,  recreation,  and cultural arts programs in the
                 same manner as with any condominium or subdivision plat or site
                 plan, by  withholding  condominium or  subdivision  plat,  site
                 plan, low impact  permits,  or building  permit  approvals,  or
                 issuing a stop work order for a  particular  Project Site until
                 amenities,  recreation,  and cultural arts programs  associated
                 with that particular Project Site are addressed consistent with
                 this Amended Agreement,  the Development Code, and other County
                 or  other  agency   policies  and  programs.   In  addition  to
                 enforcement during the individual project approval process,  if
                 the County finds, on the basis of substantial evidence,  that a
                 Developer  or  Developers  or the RVMA has not complied in good
                 faith with the material  terms and  conditions  of this Section
                 3.3.4,  the  County may  declare  such party in default of this
                 Amended Agreement and the County shall have available to it the
                 default  procedures  set forth in  Section  5.1  herein and the
                 enforcement provisions set forth in Section 5.2 herein.

          3.3.5 Transportation  System. The scale,  location,  and activities of
          The Resort and Resort Community will create  substantial  effects upon
          traffic and the Snyderville Basin  transportation  system,  increasing
          travel demand,  congesting key  intersections,  especially during peak
          periods,  and  increasing  the  need to  proactively  manage  internal
          circulation.  The  methods to  achieve  solutions  to these  potential
          problems have been  incorporated  into the Project,  including  design
          features,  special  facilities,  and specific  mitigation measures and
          programs.  The Project  shall  provide a high level of  transportation
          service to its guests and residents  through a seamless  comprehensive
          transportation system serving the internal,  sub-regional and regional
          needs of  guests  and  employees.  The level of  participation  by The
          Colony  Master  Association  will be based on its impact upon existing
          conditions  or  as  otherwise   required  under  the  Joint  Operating
          Agreement.

                 A  regional  transportation  system is  envisioned  as a key to
            avoiding excess  congestion  from  automobile  traffic as the region
            continues  to  grow.   Such  a  system  might  initially  serve  the
            sub-region  along the SR 224 corridor from Kimball  Junction to Park
            City with  stops  along  the way.  Later,  service  to the Salt Lake
            Valley may also be deemed  appropriate.  The  Canyons  with the RVMA
            shall offer  leadership  and shall  investigate  and support  such a
            system in concert with the County and other  interested  parties.  A
            comprehensive  plan for  traffic  management  and impact  mitigation
            shall be developed by the RVMA for approval by the BCC.



<PAGE>


                 a) Standard.  The transportation  plan shall be derived through
                 the scopes of work for future study and planning.  These scopes
                 are designed to build on existing work (Exhibit D and Technical
                 Appendix C) and  describe and provide  transportation  analysis
                 and  recommendations  for the future as the SPA  develops.  The
                 resulting  Transportation  Plan must implement the General Plan
                 policies   and   Code   requirements,   specifying   road   and
                 intersection  design standards and locations and  improvements,
                 paths and walkways to  encourage  pedestrian  circulation,  day
                 skier and  Tombstone  and Red Pine  Village,  and Red Pine Lake
                 remote  parking  facilities  and  management  programs,  and an
                 internal  people mover  system,  internal  RVMA and  individual
                 hotel  and  lodging   property   transit   and   transportation
                 obligations,  and  incentives  to  encourage  employee  transit
                 ridership. The scopes of work necessary to produce the required
                 Transportation   and  Traffic  impact  mitigation  Plan  is  as
                 follows:

                         (1) Exhibit D, the Parking  Plan,  describes  tentative
                         parking  standards  that shall be used for the Project.
                         These  requirements  shall be  reviewed  by the  Master
                         Developer  and  the  Director  within  90  days  of the
                         Effective  Date of this Amended  Agreement to determine
                         whether  the  parking  standard  is  adequate.  If  the
                         Director  determines  that the  standard  is less  than
                         adequate,   or  inappropriate   without  added  transit
                         service and  facilities,  then an alternative  standard
                         shall be  established by the Director and said standard
                         shall automatically be incorporated herein.

                         (2) Technical  Appendix C, Existing  Traffic  Condition
                         Analysis  includes  an  existing   conditions   traffic
                         analysis and establishes a base traffic case for future
                         work. In addition to this work, it is recommended  that
                         a means shall be  established to take traffic counts on
                         SR 224 and Canyons Drive including turning movements so
                         as to track  traffic  growth and create a data base for
                         future  roadway  and  intersection  design  changes  if
                         required.

                         (3)  Technical  Appendix C,  Traffic  Management  Plan,
                         includes   a  scope   of  work  to  be   completed   in
                         coordination  with  subparagraph  (4)  below.  It shall
                         update  the  existing  conditions  analysis,   consider
                         intersection  design  and  road  segment  alternatives,
                         signage, develop measures of effectiveness to establish
                         future   mitigation   requirements,   data  monitoring,
                         traffic   modeling,   and  project   coordination  with
                         consultants involved in undertaking the scope of work.

                         (4) Technical  Appendix C, includes a scope of work for
                         further  defining  and  tracking  parking  and  transit
                         systems   requirements.   It  is   designed  to  assess
                         trip-generation characteristics by use, the model split
                         for  those  trips,  roads  and  parking   requirements;
                         transit   trip   and  bus   requirements;   recommended
                         monitoring;  and  reporting.  The work  outlined in the
                         scope  will  be  completed  in  coordination  with  and
                         combined with the work products from F.5.1 to create an
                         implementation plan for future  transportation  systems
                         planning and  implementation  for The Resort and Resort
                         Community.



<PAGE>


                 b) Monitoring.  Ongoing monitoring of transportation  standards
                 (e.g.,  level of service)  construction of  infrastructure  and
                 other  facilities,  and the  provision  of transit  among other
                 things, shall be undertaken consistent with the recommendations
                 from the Plan completed  under the Scopes of Work referenced in
                 subparagraph (a) above and approved by the BCC. The work scopes
                 and the ongoing work  required by the  recommendations  will be
                 conducted by the RVMA with contributions from The Colony Master
                 Association.  The Plan,  Section  3.3.5 (a)(3) and (4), will be
                 prepared and  submitted to the County for review and comment no
                 later than 12 months from the  Effective  Date of this  Amended
                 Agreement. The County shall return written comments to the RVMA
                 within 60 days of receipt. The reports will be finalized within
                 30 days of receipt of the County's  written  comments  with the
                 final Plan subject to approval by the BCC.

                 Additionally,  a written report will be submitted to the County
                 within 90 days of this amended  agreement  becoming final which
                 establishes  the method(s) by which  continuing  traffic counts
                 will  be  obtained  on  a  regular   basis  as   described   in
                 subparagraph (a) 2 above. Once established,  the annual traffic
                 counts  data will be  submitted  to the County with each Annual
                 Review report.

                 c)  Enforcement.  The County  shall have the ability to enforce
                 the  transportation   policies,   standards,  and  improvements
                 through  maintenance  agreements,   adopted  pursuant  to  this
                 Amended Agreement,  with each of the master associations,  with
                 respect to the area  covered by each such  master  association.
                 Each  master   association   shall  have  the   obligation   of
                 maintaining  transportation  improvements,   providing  traffic
                 controls,  and  operating  transit  services  within  the  area
                 covered by such master association. The RVMA is responsible for
                 overall  planning as outlined  in  subparagraph  (a) above with
                 proportionate  financial  contributions  from The Colony Master
                 Association based on its impact upon existing  conditions or as
                 otherwise required under the Joint Operating Agreement.  If the
                 County finds,  on the basis of substantial  evidence,  that the
                 RVMA or The Colony  Association  has not complied in good faith
                 with the material  terms and  conditions of this Section 3.3.5,
                 the  County may  declare  such  association  in default of this
                 Amended Agreement and the County shall have available to it the
                 default  procedures  set forth in  Section  5.1  herein and the
                 enforcement provisions set forth in Section 5.2 herein, as well
                 as the  authority  to  withhold  future  approvals,  to include
                 Building Permits.

          3.3.6  Construction  Impacts.  The Project will be under  construction
          over  a ten  to  fifteen  year  period;  thus,  construction  impacts,
          including  environmental effects and economic and social effects (such
          as disruption of business, noise, dust) will be an ongoing topic to be
          addressed.



<PAGE>


                 a) Standard.  The  Construction  Mitigation and Management Plan
                 attached   hereto  as  Exhibit  F  includes  an  assessment  of
                 potential   construction   impacts  and  a  set  of   policies,
                 standards,  and programs to address and  minimize  construction
                 impacts.  Exhibit F augments  policies and  standards  normally
                 imposed  by the  County  as a  part  of  its  code  enforcement
                 activities or other public agencies  involved in  environmental
                 protection.

                 b) Monitoring. Ongoing monitoring of construction impacts shall
                 be  conducted  by the County as a part of its code  enforcement
                 activities  and  development  review  process.   This  will  be
                 accomplished in part through the independent  engineer provided
                 for in Section  3.3.3 and the County's  monitoring.  Failure to
                 meet  specific   mitigation   procedures  shall  result  in  an
                 immediate  notification  to the developers and shall be subject
                 to the enforcement provisions of the Code and any other related
                 ordinance or regulations, in addition to those specified below.
                 The results of this monitoring shall also be incorporated  into
                 the Annual Review of this Amended Agreement.

                 c)  Enforcement.  The County  shall have the ability to enforce
                 construction management policies,  standards,  and improvements
                 by withholding  further  condominium or subdivision  plat, site
                 plan,  and building  permit  approvals,  and/ or issuing a stop
                 work order for the  offending  project  until the standards set
                 forth  in  Exhibit  F that  are  associated  with a  particular
                 Project Site are addressed in the  condominium  or  subdivision
                 plat or site plan for that  particular  Project Site consistent
                 with this Amended  Agreement.  Any  approval  shall assure that
                 construction  mitigation  policies,   standards,  and  measures
                 reflected   in  the   Collective   Standards,   including   the
                 Construction  Mitigation and  Management  Plan, are achieved as
                 time goes  forward.  In  addition  to  enforcement  during  the
                 individual  project approval  process,  if the County finds, on
                 the  basis  of  substantial  evidence,   that  a  Developer  or
                 Developers  or the RVMA has not complied in good faith with the
                 material terms and conditions of this Section 3.3.6, the County
                 may declare such party in default of this Amended Agreement and
                 the County shall have  available  to it the default  procedures
                 set forth in Section 5.1 herein and the enforcement  provisions
                 set forth in Section 5.2 herein.

          3.3.7 Open Space  Preservation.  Open  space  preservation  is a major
          policy  objective  of the General  Plan and The  Canyons  SPA Plan.  A
          substantial  portion of  territory in the West  Mountain  Neighborhood
          will  ultimately  be  restricted  to permanent  open space uses as the
          result of the  Project as  specified  in Section  3.8 of this  Amended
          Agreement.

                 a) Standard.  The Open Space and Viewshed Plan attached  hereto
                 as Exhibit H.2 specifies the location, extent, and character of
                 open space within the Project,  and reflects and implements the
                 General Plan,  the Canyons SPA Zone  District,  The Canyons SPA
                 Plan,  and the Code.  This Amended  Agreement,  at Section 3.8,
                 describes in further  detail the  obligations of the Developers
                 with respect to open space, including a method for phasing open
                 space  and  enforceable   restrictions   in  conjunction   with
                 development.



<PAGE>


                 b)  Monitoring.  The Open Space and  Viewshed  Protection  Plan
                 specifies  the open space lands to be protected and the linkage
                 of  this  permanent   protection  to  the  overall  Development
                 Program.  Progress towards  completion of this protection shall
                 be monitored as a part of the development approval process. The
                 results  of this  monitoring  shall  be  incorporated  into the
                 Annual Review of this Amended Agreement.

                 c)  Enforcement.  The County  shall have the ability to enforce
                 open  space  and  viewshed  protection  by  either  withholding
                 condominium or subdivision plat, site plan, and building permit
                 approvals,  or requiring  compliance  with  Section  3.3.7 as a
                 condition of approving a plat,  site plan, or building  permit,
                 until  the open  space  and  viewshed  provisions  set forth in
                 Exhibit H are  addressed.  In  addition to  enforcement  in the
                 development  approval process,  the County shall have available
                 to it the  default  provisions  of  Article  5 of this  Amended
                 Agreement.  Any County  approval  shall  assure that  policies,
                 standards, and facilities reflected in the Collective Standards
                 regarding open space are included and achieved.  In addition to
                 enforcement during the individual project approval process,  if
                 the County finds, on the basis of substantial evidence,  that a
                 Developer  or  Developers  or the RVMA has not complied in good
                 faith with the material  terms and  conditions  of this Section
                 3.3.7,  the  County may  declare  such party in default of this
                 Amended Agreement and the County shall have available to it the
                 default  procedures  set forth in  Section  5.1  herein and the
                 enforcement provisions set forth in Section 5.2 herein.

          3.3.8 Comprehensive  Signage Plan. A Comprehensive  Signage Plan shall
          be developed for review and approval by the Director within 90 days of
          the  effective  date of this Amended  Agreement.  Once approved by the
          Director,  the  Plan  shall  be  automatically  incorporated  into the
          Architectural Guidelines in Exhibit C and the Plan shall then serve as
          the regulation for all signs with the area under the RVMA.

          3.3.9 Early Landscape Screening.  Early landscape screening areas have
          been  identified  in the Open Space and Viewshed  Protection  Plan and
          Exhibit  H.4  designates  areas where such early  landscape  screening
          materials shall be installed. A detailed planting plan for each of the
          areas  designated in this Amended  Agreement shall be submitted to the
          Director for approval  within 180 days of the  Effective  Date of this
          Amended  Agreement.  The  implementation of the planting plan for each
          designated  area shall  begin  prior to October 1, 2000 and proceed to
          completion in a timely fashion. The detailed planting plan shall be in
          the form of plans for construction  and include detailed  construction
          plans showing the location,  size and type of  vegetation,  methods of
          irrigation and maintenance, and a proposed completion schedule.



<PAGE>


        3.3.10  Lifts 18 and 22.  Lifts 18 and 22 shown in Exhibit B.6  Mountain
        Master Plan are located in a viewshed  the  community  deems  sensitive.
        When  The  Resort  applies  for a Low  Impact  Permit,  specific  design
        criteria  and plans shall be included in the  Application  demonstrating
        minimal  impacts to the  viewshed.  The Community  Development  Director
        prior to or as part of the submission of an  application  for Low Impact
        Permit shall review and approve,  or approve with  conditions a proposal
        for Lifts 18 and 22.

        3.3.11  Frostwood  Resort  Design  Guidelines.  The  Developers  of this
        Development Area shall submit comprehensive design guidelines related to
        streetscapes,  roundabout,  and boulevard  design,  exterior  street and
        plaza  area  lighting,   public  art,  concepts  for  the  placement  of
        multi-family  residential  development onto the hillside,  mitigation of
        hotel/lodging   building   height,   and   landscaping   that  shall  be
        incorporated  into all Project Sites within the Development  Area. These
        guidelines  shall be  submitted  to the  Director  within 90 days of the
        Effective  Date of this  Amended  Agreement,  which the  Director  shall
        approve,  approve  with  conditions,  or  deny.  In no  instance  will a
        development   permit  be  issued  for  any  Project   Site  within  this
        Development  Area  until  these  guidelines  have been  approved  by the
        Director.  In addition to the design  guidelines,  the  Developer  shall
        submit a detailed  proposal  for the  phasing  and  completion  of these
        improvements.

        3.3.12 Joint Operating Agreement Required. The Joint Operating Agreement
        required  between the RVMA and The Colony Master  Association in Section
        3.5.3 shall be completed and approved by both parties be April 30, 2000.
        Upon its approval,  the Joint Operating Agreement shall automatically be
        incorporated as an Exhibit to this Amended Agreement.



<PAGE>


     Section 3.4 Annual Review.  The RVMA, with the  participation of The Colony
Master Association when requried, shall submit to the County an Annual Report on
the compliance with the Benchmarks.  The Annual Report shall be submitted on the
anniversary of the Effective Date or upon such other date as is mutually  agreed
upon among the parties.  The Director shall review the annual report pursuant to
this Amended  Agreement to determine if there has been  demonstrated  compliance
with the terms hereof.  A copy of the Annual Report will be forwarded to the BCC
and Planning Commission by the Director. The Director shall schedule a review of
the Report with the BCC at its next available regular meeting. At the Director's
option, he may issue a report to the BCC on Developer  compliance with the terms
and conditions of this Amended  Agreement.  If the BCC determines that there has
not been demonstrated  compliance with the terms of this Amended Agreement,  the
Director, RVMA, and/or Developers shall meet to discuss the BCC's determination.
If the RVMA and/or Developers agree with the BCC's determination, they (the RVMA
and/or  Developers and the Director) shall discuss  mechanisms for remedying the
lack of compliance  and agreed upon  proposals  will be reported to the BCC. If,
the Director and the RVMA and/or  Developers  are unable to reach an  agreement,
and the BCC continues to find, on the basis of substantial  competent  evidence,
that there has been a material  default in accordance  with Section 5.1.1 below,
the BCC may  follow  the  procedures  set forth in  Article  5 below  concerning
procedures in the event of a default. The Director or BCC's failure to review at
least annually the Developers'  compliance with the terms and conditions of this
Amended  Agreement  shall not constitute or be asserted by any party as a breach
of this Amended Agreement by the Developers or the County. Further, such failure
shall not constitute a waiver of County's right to revoke or modify this Amended
Agreement according to the terms and conditions set forth herein.

     Section 3.5 Master  Associations.  There  shall be two master  associations
maintained at all times over all of the Property in the SPA. The Canyons  Resort
Village  Management  Association (the "RVMA") shall be maintained over all areas
in the SPA except for The  Colony,  Mines  Ventures,  and the Silver  King Mines
Development  Areas.  There shall be a separate master association which shall be
maintained over The Colony,  Mines Ventures,  and Silver King Mines  Development
Areas.

        3.5.1    The Canyons Resort Village Management Association.

                 3.5.1.1  The  purposes  of the  RVMA  are as set  forth  in The
                 Canyons Resort Village Management  Agreement attached hereto as
                 Exhibit E and are  summarized  as follows:  (i) to regulate and
                 maintain  certain  standards and levels of  maintenance  of all
                 buildings, roads, and landscaping within The Canyons SPA except
                 for  The  Colony,   Mines  Ventures,   and  Silver  King  Mines
                 Development  Areas; (ii) to run and operate that portion of the
                 Resort  Community  outside of The Colony,  Mines Ventures,  and
                 Silver  King  Mines   Development   Areas,   including  without
                 limitation acquiring, building, developing, maintaining, and so
                 forth,  amenities,  such  as  streets,  roads,  and  pedestrian
                 pathways,  a golf  course,  a people  mover,  public  gathering
                 areas, skating rinks,  utilities,  and other such amenities and
                 improvements  as set forth in Exhibit  I; (iii) to market  that
                 portion of the Resort Community outside of The Colony and Mines
                 Ventures Development Areas (as a commercial property the Silver
                 King Mines Developer agrees,  which will be formalized  through
                 the Joint  Operating  Agreement,  to participate  with the RVMA
                 with regard to marketing and other applicable resort operations
                 and to  contribution  to such  efforts,  which will include the
                 payment of a comparable fee as paid by other properties  within
                 the RVMA, and which said  agreement  shall run with the land so
                 long as the Silver King Mines Development area is operated as a
                 commercial property);  (iv) to perform design and architectural
                 review  functions;  (v) to  establish  and  enforce  rules  and
                 regulations for that portion of the Resort Community outside of
                 The Colony,  Mines Ventures,  and Silver King Mines Development
                 Areas;  and (vi) to levy and collect  assessments  necessary to
                 carry out the purposes described above.

                 3.5.1.2  The RVMA shall file  Articles of  Incorporation  under
                 Utah Law,  within 30 days of the effective date of this Amended
                 Agreement.

                 3.5.1.3  The  Canyons  Resort  Village  Management   Agreement,
                 attached  hereto as Exhibit G, as  amended in  accordance  with
                 this Amended  Agreement,  shall serve as the governing document
                 of the RVMA.



<PAGE>


                 3.5.1.4 All of the  participating  Development Areas except The
                 Colony,  Mines  Ventures,  and  Silver  King  Mines  (with  the
                 specific  exception  noted in  Subparagraph  3.5.1.1)  shall be
                 parties to that agreement  which shall run with the land and be
                 binding   upon  those   Participating   Landowners,   or  their
                 successors.

                 3.5.1.5 Each Developer shall cooperate in establishing owner or
                 management   associations   and/or  easements  and  maintenance
                 regimes  reasonably  required for the  convenient  and mutually
                 beneficial  use  and  operation  of the  Project.  3.5.1.6  The
                 provisions of The Canyons Resort Village  Management  Agreement
                 that relate to the RVMA's  obligations under this Agreement may
                 not be  amended  without  the  express  written  consent of the
                 County,  which  consent shall not be  unreasonably  withheld or
                 delayed.

        3.5.2 The Colony Master Association.  The master association  maintained
        over The Colony, Mines Ventures, and Silver King Mines Development Areas
        shall  be  for  the  purposes  of  regulating  and  maintaining  certain
        standards and levels for  installation and maintenance of all buildings,
        roads, and landscaping  within those  Development  Areas;  architectural
        review;  establishing rules and regulations related to these development
        Areas.  3.5.3 Master  Association  Joint  Operating  Agreement.  A Joint
        Operating  Agreement  shall be  established  between  The Colony  Master
        Association and the RVMA to define the  responsibilities and commitments
        of each  association for joint functions  including cost sharing related
        to among other things open space management,  environmental and wildlife
        enhancement programs,  participation in the Annual Report to the County,
        and other joint  functions  as defined in this  Amended  Agreement.  The
        Joint Operating Agreement shall be completed and presented to the County
        for review,  comment, and approval prior to the approval and recordation
        of The Colony  Plats III,  IV, or V, and shall  automatically  become an
        exhibit to this Amended Agreement.

Section 3.6      Infrastructure Improvements and other Mitigation Measures.

        3.6.1  Construction of Infrastructure  Improvements.  Individual Project
        Site Developers  shall construct at their own cost those  infrastructure
        improvements, contemporaneously with approval of final subdivision plats
        and site plans,  as are required by the Code, the County  Engineer,  and
        any  applicable  special  service  district or county  service area, and
        subject  to and as  modified  by any  applicable  terms of this  Amended
        Agreement.

        3.6.2 Off-Site Infrastructure.  Individual Project Site Developers shall
        comply at their own costs with the  applicable  sections of the Code, as
        amended,  for off-site and project  infrastructure  requirements  at the
        time of final  subdivision  or  condominium  plat or site plan approval.
        This shall include the verification of the continued availability of the
        following for Project Sites at the time of building permit issuance: (a)
        sewage treatment  capacity to cover anticipated  development  within the
        site plan or plat, (b) water and water pressure adequate for residential
        and commercial  consumption and fire flows,  (c) capacity for electrical
        and telephone service, and (d) road capacity.


<PAGE>


        3.6.3 Special  Infrastructure / Community  Facilities and  Improvements.
        Those Developers specifically noted in this Subsection and the RVMA will
        provide  the  following  infrastructure  and  community  facilities  and
        improvements:

                 3.6.3.1  Fire  Station  Site.  A site  for a fire  station,  as
                 designated in Exhibit B.1 and B.5.6, which will be constructed,
                 equipped, and operated by the Park City Fire District, shall be
                 dedicated to the Fire District: a) at a time mutually agreed to
                 by the Master  Developer  and the Fire  District,  or b) at the
                 time a Final Plat or Site Plan  Approval  that is  inclusive of
                 the physical site for the fire  station,  but in no event later
                 than five years after the Effective Date of this Agreement.

                 3.6.3.2  Public Access Trails.  Certain  trails  designated for
                 public  access  within the Canyons SPA Plan shall be subject to
                 trails  easements  granted by the  applicable  Developers.  Two
                 classes of public  access trails will be  established.  Class A
                 trails are those conveying  public easements or some other form
                 of  conveyance  acceptable  to the  Snyderville  Basin  Special
                 Recreation  District.  Class B trails are those having  private
                 easements  but  still  accessible  to the  public.  The Class A
                 Public Access Trails are shown in Exhibit I.2.1.  Class B trail
                 locations   are   generally   shown  in  Exhibit   L.2.2.   All
                 responsibility  related to the  provision and  construction  of
                 these trails are fully described in Exhibit L.2.3.

                 3.6.3.3 Public Utility Easements. Developers agree to grant the
                 County  and  its  Special   Districts   perpetual   rights  and
                 easements,  in common with others for the benefit of properties
                 within  the SPA Zone,  to  install,  construct,  maintain,  and
                 repair utility lines, cables,  wires,  conduits,  pipes, mains,
                 poles,  guys,  anchors,   fixtures,   supports  and  terminals,
                 repeaters,  and such other  appurtenances  of every  nature and
                 description  as the County  may deem  reasonably  necessary  to
                 service  Project  Sites that will be  developed  or improved as
                 provided for under this Amended  Agreement,  including  without
                 limitation  those  for  the  transmission  of  intelligence  by
                 electricity, for water, electricity,  telecommunications,  gas,
                 sewage,  septic,   sanitary  sewer,  and  drainage.   Easements
                 required  hereunder  shall be granted within 60 days of request
                 therefor  by  the  County  of a  specific  alignment  for  such
                 easement.  The Developer of a Project Area may offer the County
                 suggestions  regarding the  alignment.  All approvals  shall be
                 complete and easements granted by the end of the 60 day period.
                 All utilities shall be constructed in such a way as to minimize
                 the  impact on the  burdened  property  and  interference  with
                 existing or proposed  structures,  as well as to not  adversely
                 impact the  aesthetics  of the  surrounding  properties  and to
                 restore  and  revegetate  the area equal to or better  than the
                 preexisting  condition.  This  requirement for the provision of
                 public utility easements shall be a mandatory  provision in the
                 Resort  Village  Management  Agreement  and  in  the  governing
                 documents  of  The  Colony  Association.   All  utilities,   as
                 reasonably  determined by the County,  shall be  underground to
                 the extent possible.


<PAGE>



                 3.6.3.4 Transportation and Transit System. Developers shall not
                 protest the creation of a  Transportation  Service  District or
                 Service Area which  provides  transportation  services into the
                 Canyons SPA Zone District. Further, the RVMA shall contribute a
                 lump sum amount of $265,000  (seed monies) or some  appropriate
                 equivalent  contribution to the Transportation Service District
                 or Service  Area  within 90 days of its  creation or some other
                 mutually agreed to period. The purpose of the contribution will
                 be  to  provide  for  buying  or  otherwise   acquiring  buses,
                 developing  bus  stops,   and   constructing   other  necessary
                 transportation  facilities. If similar existing transit service
                 into The  Canyons is being  provided at the time of the request
                 for contribution by the  Transportation  Service District,  the
                 new  service   must  meet  or  exceed  the   existing   service
                 requirements,  and  to the  extent  existing  contracts  are in
                 place, the replacement  service and related  contributions will
                 begin at the end of such contract  term.  Furthermore,  the new
                 service  shall  be  consistent  with  the  Transportation  Plan
                 prepared  under  Section 3.3.5 and reviewed and approved by the
                 County.

                 3.6.3.5 Amphitheater. Consistent with the Master Amenities Plan
                 set forth in Exhibit I, the RVMA shall provide an appropriately
                 sized   amphitheater  at  the  mid-mountain   development,   as
                 described  in  Exhibit  I.5,  similar  in  quality  to the Ford
                 Amphitheater in Vail,  Colorado.  A detailed  proposal shall be
                 submitted  for a Low  Impact  Permit  before  construction  may
                 commence.

                 3.6.3.6  Gardens.  The RMVA shall  provide for floral  gardens,
                 including  annual and  perennial  plants in selected  locations
                 throughout  the Resort  Core.  These  gardens  shall be of high
                 quality  and well  maintained  and where  possible  provided in
                 conjunction with parks,  trails, and other similar areas. These
                 areas shall be approved as part of a Low Impact  Permit for the
                 comprehensive  landscape plan for the central pedestrian street
                 in the Resort  Core and in the  approval of the final site plan
                 for individual Project Sites in the Resort Core, Frostwood, and
                 Lower Village Development Areas.

                 3.6.3.7  Convention Center. The RVMA shall provide a Convention
                 Center in the Resort Core.  The  Convention  Center shall be as
                 described  in the RVMA  master  amenity  plan.  The  Convention
                 Center shall provide "state of the art"  convention and meeting
                 facilities  and  amenities.  A study shall be  presented by the
                 RVMA to the BCC  prior to the  construction  of the  Convention
                 Center for the  purposes  of  discussing  design  options.  The
                 Facility shall, to the extent  practicable,  contain exhibition
                 space nearby. A detailed  proposal shall be submitted for a Low
                 Impact Permit before construction may commence.

                 3.6.3.8  Artist  Residency  Program & Facility.  The RMVA shall
                 provide for an artist residency program and facility at the Red
                 Pine Village.


<PAGE>


                 3.6.3.9  Frostwood  Lift. This Amended  Agreement  requires the
                 installation of a transportation  lift to connect the Frostwood
                 Development  Area with the  Resort  Core by a  temporary  and a
                 permanent alignment connecting to the Lower, the alignments for
                 both are shown in Exhibit B.4 . The  Developer or Developers of
                 the  Frostwood  Development  Area shall provide the County with
                 evidence of an agreement  that  provides for the  construction,
                 operation,  and  maintenance  of a temporary and permanent lift
                 and a schedule for constructing the lifts prior to the issuance
                 of the first  building  permit for a  Frostwood  Project  Site.
                 Either  alternative  shall be  installed  prior to  issuance of
                 Certificates  of Occupancy  for the first  Project Site for the
                 Frostwood   Development   Area   unless   the   Developer   has
                 demonstrated  to the Director  that  construction  of the lift,
                 although not  complete,  is  progressing  and that a bond in an
                 amount that will secure the  installation  of the lift shall be
                 posted, then the time frame for construction may be extended to
                 a date 15 days before the  official  commencement  of skiing at
                 The Resort in that calendar  year.  The permanent lift shall be
                 constructed before or in conjunction with the completion of the
                 lift described in Section 3.6.3.10.  (The Frostwood  Developers
                 shall not be  relieved  of the  responsibility  to provide  the
                 permanent  lift  but  may,  with  the  approval  of the  Master
                 Developer,  retain the lift designated as temporary herein on a
                 permanent basis).

                 3.6.3.10Lower Village Lift. This Amended Agreement requires the
                 installation  of a  transportation  lift to  connect  the Lower
                 Village  directly  with the Resort  Core.  A people mover would
                 fulfill this requirement.  The lift shall be installed prior to
                 the  issuance  of a  certificate  of  occupancy  for the  first
                 Project Site (excluding the Welcome Center, gas station, retail
                 convenience  store,  and any single  family  detached  dwelling
                 units)  in  the  Lower   Village   Development   Area.  In  the
                 alternative,   a  bond  in  an  amount  that  will  secure  the
                 installation  of the lift  shall be posted by the RVMA of other
                 affected  Developers  and there shall  interim  convenient  and
                 frequent mass transit  between the Lower Village and the Resort
                 Core.  The  location  and  design  of  the  lift  and  terminal
                 facilities   shall  require  low  impact  permit   approval  as
                 described in Article 1 and Section 2.2.4.

                 3.6.3.11RVMA Tree Planting  Program.  The RVMA shall budget for
                 and undertake  annually a tree planting program.  The objective
                 of  the  program  shall  be the  on-going  planting  of  larger
                 quantities of seedlings and small caliper trees  throughout the
                 RVMA area,  together with a limited number of larger  specimens
                 in  the  highly  visible   areas.   This  shall  be  an  annual
                 responsibility of the RVMA. Participating Landowners will grant
                 a  landscaping  and  maintenance  easement  to the RVMA for the
                 purposes of installing and maintaining such  landscaping.  This
                 program shall not eliminate  the  landscape  requirements  of a
                 Project Site Developer,  which will be reviewed and approved by
                 Summit  County with the  subdivision  plat or site plan,  or as
                 otherwise required in this Amended Agreement.



<PAGE>


     Section 3.7  Assurance of Water  Supply.  The Master  Developer has entered
into an  agreement  with  Summit  Water  Distribution  Company  that the  Master
Developer  anticipates will provide a supply of water adequate for its needs for
construction  and  operation of the first  several  years of The Canyons  Master
Plan.  Total demand for build out of the Project has been calculated  through an
engineering   study   completed   by  EWP   Engineering   entitled  The  Canyons
Infrastructure  Master  Plan  -  Final  Report,  November  17,  1998,  which  is
incorporated  by  reference   herein  and  which  shall  serve  as  the  Utility
Infrastructure  Master Plan,  unless an amendment thereto is approved by the BCC
and applicable service  districts.  Dependant upon the adequacy of water supply,
the Master  Developer  anticipates  that Summit Water may provide for its future
water needs. The purpose of this section is limited to supplying the County with
an  informational  understanding  of possible  water sources which may serve the
Canyons  SPA Zone  District.  Prior to  approvals  of specific  condominium  and
subdivision plats, site plans, and building permits, more definitive commitments
with respect to water  quantity and quality will be required in accordance  with
Section 2.7.4.1, other provisions of this Amended Agreement, and the Snyderville
Basin Development Code.

     Section 3.8 Open Space Lands and their Enforceable Restrictions.

          3.8.1  Amount of Open Space.  Areas of Open Space are  depicted in the
          Open Space Plan set forth in Exhibit H.2.  attached hereto.  More than
          90% of all lands within The Canyons SPA Plan is  graphically  depicted
          as open space in the Open Space  Plan.  The County and the  Developers
          agree that  throughout the Term of this Amended  Agreement,  including
          any  amendments  pursuant  to Section  5.13  below,  these lands shall
          remain as open space as designated in the Open Space Plan.

          3.8.2 Five Classes of Open Space.  The following  five classes of open
          space are established by this Amended Agreement.

                 3.8.2.1  Master  Planned  Open Space.  The Master  Planned Open
                 Space,   as  defined  in  the  Open  Space  Plan  will  protect
                 approximately  4,200  acres.  This  class  of open  space  will
                 encompass  all lands,  other than The  Colony as  described  in
                 Exhibit H.2.1, unless replaced by another designation described
                 elsewhere in this section,  and will allow  agricultural  uses,
                 skiing, hiking, other active and passive recreational uses, and
                 easements for utilities,  required infrastructure and the like.
                 The  Master  Planned  Open  Space  is  established  as  of  the
                 Effective Date of this Agreement. The Master Planned Open Space
                 will be maintained by the owner of the land on which the Master
                 Planned Open Space is located or by The Canyons  Resort Village
                 Management Association. Master Planned Open Space shall be deed
                 restricted as development occurs on certain lands of the Master
                 Developer, and lands of Osguthorpe, Silver King, Mines Ventures
                 and in the Resort Center,  as described in this section.  Other
                 Master  Planned  Open  Space  lands  will  become  Third  Party
                 Protected Open Space, as also provided for in this section.



<PAGE>


                         3.8.2.1.1  Lands  Owned by the  Master  Developer.  The
                         Master Planned Open Space  associated with  development
                         on lands owned or  controlled  by the Master  Developer
                         (the  "Master  Developer  Lands"),  as shown on Exhibit
                         H.2.1,  shall be deed  restricted as subdivision  plats
                         and site plans are  approved.  The Planning  Commission
                         shall include a review of the Master  Developer's  deed
                         restricted  open space in its annual review in order to
                         ensure  that the  percentage  of deed  restricted  open
                         space is roughly  equivalent  to the  percentage of the
                         Master Developer's  development  approved through plats
                         and site plans.

                         3.8.2.1.2   Osguthorpe   Lands.  With  respect  to  the
                         property owned or controlled by Osguthorpe, as shown on
                         Exhibit  H.2.1 hereto,  the  mechanism  for  additional
                         enforceable  restrictions on the open space  associated
                         with the  Osguthorpe  lands shall be  addressed  at the
                         time the first Project Site located on Osguthorpe lands
                         is   submitted  to  the  County  for   condominium   or
                         subdivision  plat or site plan approval.  The mechanism
                         for  permanent  open  space  protection  shall  be deed
                         restrictions or some other method mutually agreeable to
                         Osguthorpe and the County,  and shall provide permanent
                         protection  on a  basis  proportionate  to the  pace of
                         development. A specific phasing plan demonstrating such
                         protection  shall be submitted  with the first  Project
                         Site development application.

                         3.8.2.1.3  Silver  King and  Mines  Ventures.  The open
                         space associated with these  Development  Areas will be
                         subject to additional enforceable restrictions,  either
                         by  platting or by deed  restriction,  at the time each
                         Project Site is submitted to the County for condominium
                         or subdivision plat or site plan approval.

               3.8.2.2 Third Party Protected Open Space. The lands designated as
               Third Party  Protected  Open Space on the Open Space Plan include
               the  State  of  Utah   School  and   Institutional   Trust  Lands
               Administration("SITLA")  lands,  which  total  approximately  520
               acres of land, as depicted on Exhibit  H.2.2 hereto.  These lands
               will be secured by conservation  easements  benefiting such third
               parties as are agreed upon by the  parties.  Until  being  placed
               under a conservation easement,  such property shall be considered
               Master Planned Open Space.



<PAGE>


                         3.8.2.2.1 SITLA Lands. A conservation easement over 25%
                         of the  portion of the SITLA Lands  designated  as open
                         space on Exhibit H.2.2,  for the benefit of the County,
                         or such other  beneficiary as may be agreed upon by the
                         parties,  shall  be  granted  within  90  days  of  the
                         Effective   Date   of   this   Amended   Agreement.   A
                         conservation  easement  over the remainder of the SITLA
                         Lands   designated  as  open  space  shall  be  granted
                         according to the following schedule:  a total of 50% of
                         the SITLA  Lands  will be placed  under a  conservation
                         easement  at such time as  building  permits for 25% of
                         the  buildable  square  footage in the Red Pine Village
                         Development  Area have been  issued;  a total of 75% of
                         the SITLA  Lands  will be placed  under a  conservation
                         easement  at such time as  building  permits for 50% of
                         the  buildable  square  footage in the Red Pine Village
                         Development Area have been issued;  and a total of 100%
                         of the SITLA Lands will be placed under a  conservation
                         easement  at such time as  building  permits for 75% of
                         the  buildable  square  footage in the Red Pine Village
                         Development  Area have been issued.  The lands that are
                         to be dedicated as perpetual  open space shall begin on
                         the west boundary and proceed eastward.

                         3.8.2.2.2  Adequate  financial   arrangements  for  the
                         maintenance  of such  lands,  to the  extent  that such
                         funding  has  been  demonstrated  to  be  necessary  by
                         similar  funding for similar  lands in the  Snyderville
                         Basin,  shall be made by the  Developers or The RVMA at
                         the time each conservation easement is granted.

                 3.8.2.3  Deed  Restricted  Open  Space and Buffer  Lands.  That
                 portion of the  approximately  320 acres of land  identified in
                 Exhibit H.2.3,  Resort Center Open Space and Buffer Lands, that
                 will not be used for golf in  accordance  with Section 3.2.2 of
                 this Amended  Agreement  shall be deed restricted as open space
                 at the time the Project  Sites on which  designated  Open Space
                 and  Buffer  Lands are  approved,  and such a deed  restriction
                 shall be a condition of approval for any such Project Site. For
                 such lands that are  planned  as part of the golf  course,  the
                 boundaries of the easements  shall be finalized and an easement
                 or other  conveyance made in favor of the RVMA no later than 90
                 days after final  engineering for the golf course is completed.
                 The  perimeter of the easement or  conveyance  shall include an
                 area  located a  distance  of 30 feet from any point  along the
                 edge of the fairways. In addition, as the anticipated course is
                 largely a "target  course,"  those areas  between tee boxes and
                 fairways  shall  also be  subject  to the  easement,  generally
                 drawing  a  straight  line  between  the  outside  edge  of the
                 easements for both, thus forming a continuous  easement between
                 the tee boxes and  fairways.  The lands to be dedicated as open
                 space are be shown in The  Canyons  Master  Illustrative  Plan,
                 Exhibit  B, for  each of the  development  sites in the  Resort
                 Center.  The uses  allowed on the Resort  Center Open Space and
                 Buffer Lands will be recreational uses, such as golf and parks.
                 Prior  to  the  imposition  of  deed  restrictions,  the  areas
                 designated  Resort  Center Open Space and Buffer Lands shall be
                 Master  Planned  Open  Space.  The Open Space and Buffer  Lands
                 shall be maintained by either the landowner upon which the open
                 space is located or the RVMA.



<PAGE>


                 3.8.2.4  Neighborhood  Parks.  A  neighborhood  park  shall  be
                 included  within  each   Development  Area  within  the  Resort
                 Community with the exception of The Colony, Mines Ventures, and
                 Silver  King  Mines,  and shall be of a  reasonable  size,  and
                 contain appropriate improvements for that neighborhood.  A plan
                 for the park  site  and the  construction  of the  improvements
                 shall  be  submitted  by the  Developer  as part  of the  first
                 Project  Site within that  Development  Area.  All of the Parks
                 will be maintained by The RVMA.

                 3.8.2.5 Transferred Development Rights (TDR) From Lands Outside
                 the Canyons  SPA.  The Master  Developer  has  arranged for the
                 transfers  of density  from two parcels  outside of The Canyons
                 SPA to be used within The Canyons  SPA.  These are the Mountain
                 Meadows  and  Mutcher  properties  identified  in Exhibit  H.2.
                 Third-party  conservation easements have been or will be placed
                 on the open space from which the density  has been  transferred
                 within ninety (90) days of this Amended Agreement or such other
                 later date agreed upon by the County.

Section 3.9      Payment of Fees.


        3.9.1  Planning  Fees.  SPA Rezone  Application,  Development  Agreement
        Application,  Development Review, Engineering and Related Fees. Pursuant
        to the provisions of Summit County Resolution 99-11, the Developers have
        paid all sketch and Rezone  fees  associated  with the  approval  of The
        Canyons  SPA Plan.  Developers  shall  receive  no  further  credits  or
        adjustments  with  respect to fees paid  prior to the SPA Plan  approval
        toward any other  Project site  development  review fees,  platting,  or
        similar  standard  engineering  review  fees  or  other  fees  generally
        applicable to plats, site plans, low impact permits,  or building permit
        review and approval.  Application  and review fees for final Site Plans,
        Plats  and/or  maps for each phase of The Canyons SPA Plan shall be paid
        at the time of application  for any such  approval.  As such, the County
        may charge such  standard  planning and  engineering  review fees as are
        generally  applicable  at  the  time  of  application,  pursuant  to the
        provisions  of  Resolution  99-11,  as  amended,   or  other  applicable
        statutes, ordinances, resolutions, or administrative guidelines.




<PAGE>


        3.9.2  Development  Impact Fees. In consideration  for the agreements of
        the County in this  Amended  Agreement,  the  Developers  agree that the
        Project  Sites  shall be subject to all impact fees of the County or any
        other  special  service  distric  which are (1)  imposed  at the time of
        issuance of building  permits,  and (2)  generally  applicable  to other
        property in the Snyderville Basin; and,  Developers waive their position
        with respect to any vested rights to the  imposition  of such fees,  but
        shall be entitled to similar treatment afforded other vested projects if
        the  impact  fee  ordinance  makes  any  such  distinction.  If fees are
        properly imposed under the preceding tests, the fees shall be payable in
        accordance with the payment  requirements  of the particular  impact fee
        ordinance and implementing resolution.  Notwithstanding the agreement of
        the  Developers to subject The Canyons SPA Plan to impact fees under the
        above-stated conditions,  the Developers do not waive Developers' rights
        under any applicable law to challenge the  reasonableness  of the amount
        of the fees within thirty (30) days following  imposition of the fees on
        The Canyons SPA Plan based upon the  application  of the Rational  Nexus
        Test.  For purposes of this Amended  Agreement,  the Rational Nexus Test
        shall mean and refer to a standard of reasonableness whereby The Canyons
        SPA Plan and Property shall not bear more than an equitable share of the
        capital  costs  financed by an impact fee or exaction in relation to the
        benefits  conferred  on  and  impacts  of  The  Canyons  SPA  Plan.  The
        interpretation  of "rational  nexus" shall be governed by the federal or
        Utah case law and statutes in effect at the time of any  challenge to an
        impact fee or exaction  imposed as provided  herein  including,  but not
        limited to, the standards of Banberry  Development Corp. v. South Jordan
        County, or its successor case law.

Section 3.10 Survival of Developers' Obligations. Notwithstanding any provisions
of this Amended Agreement to the contrary, so long as this Amended Agreement has
become  effective  and  all  appeal  periods  have  expired,  and  as a  partial
consideration for the parties entering into this Amended Agreement,  the parties
agree that the  Developers'  obligations  to provide to the County the following
enumerated benefits shall survive the term of this Amended Agreement, as defined
in Section 5.9.

        (a)  Granting of any Class A Trail  easement on an alignment as provided
        for  in  Exhibit  I.2.3  to the  Snyderville  Basin  Special  Recreation
        District;

        (b) Dedication of any open space provided for in this Amended  Agreement
        proportionate  to  completed  development,   measured  by  dividing  the
        constructed  square  footage  of  completed  development  by  the  total
        allowable square footage of development within the Project;

        (c) Payment of impact fees to the extent such fees are payable under the
        terms of this Amended  Agreement and any applicable impact fee ordinance
        or implementing resolution;

        (d) Compliance with the  indemnification and hold harmless provisions in
        Section 6.7 hereof, and the mutual releases provisions in Section 5.12.2
        hereof;

        (e) Construction of any amenity as provided in this Amended Agreement if
        and to the extent  that  there is a Project  Site  associated  with such
        amenity and such Project Site has been constructed;

        (f)  Construction  of any major  amenities,  in accordance  with Section
        3.3.4; and

        (g)  Construction  of any  roads or  public  improvements  covered  by a
        recorded plat, at such time as lots are  purchased,  and as provided for
        in the  relevant  development  improvements  agreement,  unless  earlier
        vacated prior to the sale of any lots.



<PAGE>


Section  3.11  Obligations  and Rights of  Mortgage  Lenders.  The holder of any
mortgage,  deed of trust,  or other  security  arrangement  with  respect to the
Property,  or any portion  thereof,  shall not be  obligated  under this Amended
Agreement  to  construct  or  complete   improvements   or  to  guarantee   such
construction or completion, but shall otherwise be bound by all of the terms and
conditions  of this  Amended  Agreement  which  pertain to the  Property or such
portion  thereof in which it holds an  interest.  Any such holder who comes into
possession of the Property, or any portion thereof, pursuant to a foreclosure of
a mortgage or a deed of trust, or deed in lieu of such  foreclosure,  shall take
the  Property,  or such  portion  thereof,  subject  to any pro rata  claims for
payments  or  charges  against  the  Property,  or such  portion  thereof,  deed
restrictions,  or other  obligations  which accrue prior to the time such holder
comes into  possession.  Nothing in this  Amended  Agreement  shall be deemed or
construed to permit or authorize any such holder to devote the Property,  or any
portion thereof,  to any uses, or to construct any improvements  thereon,  other
than those uses and  improvements  provided  for or  authorized  by this Amended
Agreement, as would be the case in any assignment,  and thus shall be subject to
all of the terms and  conditions  of this  Amended  Agreement,  to  include  the
obligations related to the completion of amenities and improvements.

Section 3.12 Transfers of Development Rights (TDR). A number of additional units
have been  established  within the Canyons SPA for the  purposes of allowing the
transfer of density,  both within and from  outside the  boundary of the Canyons
SPA, to preserve  certain open space and  important  viewsheds.  Exhibit K which
incorporates  the TDR Agreement  (Exhibit K.1) and the TDR Program (Exhibit K.2)
establishes  all of the  Transfer  of  Density  allowances  under  this  Amended
Agreement  and of the  obligations  and  commitments  related to the transfer of
density, which obligations and commitment are expressly assumed and agreed to by
the County and  Developers.  Those  owners of parcels of real  property  located
outside the SPA boundary  that have agreed to restrict the  development  of such
property in exchange for a transfer of density to within the SPA boundary hereby
agree to record a covenant against their property  acknowledging  the nature and
extent of such restrictions.

Section  3.13 Other Ski  Resorts.  With regard to the Mines  Ventures and Silver
King Mines  development  areas,  any  connection  to other ski  resorts  must be
approved by both Summit  County,  the Master  Developer and the Developer of The
Colony.

Section 3.14 Fractional  Interest and Timeshare Unit  Conversion  Prohibition to
Primary  Residential  Units. The parties understand and agree that all timeshare
and  fractional  interest units shall be restricted in such a way as to prohibit
conversion  of such to use as  primary  residential  dwelling  units.  Densities
received  by  Developers  for such units are  granted  by the  County  under the
express understanding that these timeshare and fractional interest units are for
resort accommodation only.



<PAGE>



Section 3.15 Automobile Prohibition at Red Pine Village, Tombstone, and Red Pine
Lake  Development  Areas.  As  required  in  Section  3.3.5(a)  of this  Amended
Agreement, a remote parking and management plan, to include check-in,  concierge
service and transportation  between parking and accommodation,  must be included
in the  Transportation  Plan.  This  aspect  of the Plan  shall be  adopted  and
implemented  in  conjunction  with  hotel/lodging  unit  development in Red Pine
Village,  Tombstone, and Red Pine Lake Development Areas. In general, automobile
access to these areas will be prohibited. Access will be provided and maintained
for service vehicles and emergency services.



                                    ARTICLE 4
                        FURTHER OBLIGATIONS OF THE COUNTY

Section 4.1 Land-Secured  Financing Districts and Related Financing  Techniques.
At the request of the Master Developer or the RVMA, the County,  in its sole and
absolute  discretion,  may  consider  the  use  of  land-secured  financing  for
financing the public  improvements  required for the Project,  including without
limitation  special  assessments  and special  taxes  under  state law,  and may
include  capital and  non-capital  financing  or both.  The County,  at its sole
discretion,  may  determine  the  conditions  for  the  use of  such  financing,
including, but not limited to, petitions or applications of the Master Developer
and/or  the  RVMA,  the  making  of  deposits  sufficient  to cover  any  County
out-of-pocket  costs, the need for and the conditions of any current  appraisals
required for any financing  and any  standards  relating to the marketing of any
securities,  such as  lien-to-value  ratios,  taxable or  tax-exempts  bonds and
series,  or other structural  aspects of issues of securities.  While the County
agrees to cooperate in the consideration of such financing, including the taking
of proceedings under appropriate authorities, the County does not guarantee that
any  securities  can or will be  issued,  sold,  or  delivered  except as may be
approved by the County with the assistance and advice of the financial advisors,
underwriters,  consultants,  and  attorneys  retained  by the  County  for  such
purposes.

Section 4.2 Cooperation between the County and the Developers. The County agrees
to  reasonably  cooperate  with  the  Master  Developer  and  any  Participating
Landowner in their endeavors to obtain any other permits and approvals as may be
required  from  other   governmental  or   quasi-governmental   agencies  having
jurisdiction over Project Sites or portions thereof.

Section 4.3 Employee  Affordable Housing. In the event that sites outside of The
Canyons SPA, but within the  jurisdiction of Summit County,  are consistent with
the  General  Plan and are  identified  by the  County for  employee  housing in
accordance with the Developers'  obligations  under this Amended  Agreement and,
if, after  reasonable,  good faith efforts by the Developers,  the Developers do
not receive all necessary permits and approvals for any such site so identified,
the  Developers  shall not be relieved  of the  obligation  to provide  employee
housing that such site was intended to fulfill under this Amended Agreement, but
shall be allowed a reasonable  delay in fulfilling  such  obligation  under this
Amended Agreement.


                                    ARTICLE 5
                               GENERAL PROVISIONS

Section 5.1      Default.



<PAGE>


        5.1.1 Occurrence of Default. Default under this Amended Agreement occurs
        upon the happening of one or more of the following events or conditions:

                 (a) A  warranty  or  representation  made or  furnished  to the
                 County  by  a  Developer,   the  RVMA,  or  The  Colony  Master
                 Association   in  this   Amended   Agreement,   including   any
                 attachments hereto, which is materially false or proves to have
                 been false in any material respect when it was made.

                 (b) A finding and determination  made by the County following a
                 Benchmark or Annual  Review that upon the basis of  substantial
                 evidence, the Master Developer,  Developers,  The Colony Master
                 Association,  or RVMA have not  complied in good faith with one
                 or more of the  material  terms or  conditions  of this Amended
                 Agreement,  including  a failure  to satisfy  Benchmarks  under
                 Section 3.3.

                 (c)  Any  other  act  or  omission  by  the  Developer(s)  that
                 materially  interferes  with the intent and  objective  of this
                 Amended Agreement.

        5.1.2 Procedure Upon Default.  Within ten (10) days after the occurrence
        of a default  hereunder,  the  County  shall give the  Defaulting  Party
        (where  "Defaulting  Party"  means the party or  parties  alleged by the
        County under Section  5.1.1 as being in default) and the Canyons  Resort
        Village  Management  Association  and/or The Colony  Master  Association
        written notice  specifying  the nature of the alleged  default and, when
        appropriate,  the  manner in which the  default  must be  satisfactorily
        cured.  The Defaulting Party shall have sixty (60) days after receipt of
        written notice to cure the default. Failure or delay in giving notice of
        default  shall  not  constitute  a waiver of any  default,  nor shall it
        change the time of default.  Notwithstanding  the sixty-day  cure period
        provided above, in the event more than sixty days is reasonably required
        to cure a default and the Defaulting  Party or some other party,  within
        the sixty day cure period,  commence actions reasonably designed to cure
        the default,  then the cure period shall be extended for such additional
        period  during  which  the  Defaulting  Party  or such  other  party  is
        prosecuting those actions diligently to completion.

        5.1.3    Remedies Upon Default.

                 (a) Equitable Remedies:  In the event a default remains uncured
                 after proper notice and the expiration of the  applicable  cure
                 period  without cure, the County shall have the option of suing
                 the Defaulting Party for specific  performance or pursuing such
                 other remedies against the Defaulting  Parties as are available
                 in equity. It is stipulated between the parties for purposes of
                 any judicial proceeding that the County need only establish the
                 occurrence  of  default  under  Section  5.1.1 of this  Amended
                 Agreement to obtain equitable relief.



<PAGE>


                 (b) Major  Default:  A "major  default"  means a default which,
                 taking this  Amended  Agreement  as a whole,  has the effect of
                 denying  the  County the  essential  benefits  of this  Amended
                 Agreement  or  placing  upon the  County  significant  negative
                 fiscal impacts not contemplated by this Amended  Agreement.  In
                 the event of a major default,  the County shall have the option
                 of  terminating  this Amended  Agreement in its entirety  after
                 proper  notice and  expiration of the  applicable  cure periods
                 without cure, and after  exhaustion of all equitable  remedies,
                 if applicable.

Section 5.2 Enforcement.  The parties to this Amended  Agreement  recognize that
the County  has the right to  enforce  its  rules,  policies,  regulations,  and
ordinances,  subject to the terms of this  Amended  Agreement,  and may,  at its
option,  seek an  injunction  to  compel  such  compliance.  In the  event  that
Developers  or any user of the subject  property  violate  the rules,  policies,
regulations  or  ordinances  of the County or violate the terms of this  Amended
Agreement,  the County may,  without  electing to seek an  injunction  and after
sixty (60) days written  notice to correct the  violation (or such longer period
as may be established in the discretion of the Board of County  Commissioners or
a court of competent  jurisdiction if Developers have used their reasonable best
efforts to cure such violation within such sixty (60) days and are continuing to
use their reasonable best efforts to cure such violation),  take such actions as
shall be deemed appropriate under law until such conditions have been honored by
the Developers.  The County shall be free from any liability  arising out of the
exercise of its rights under this Section; provided, however, that any party may
be liable to the other for the exercise of any rights in violation of Rule 11 of
the  Utah  Rules  of  Civil  Procedure,  Rule 11 of the  Federal  Rules of Civil
Procedure and/or Utah Code Annotated Section 78-27-56, as each may be amended.

Section  5.3  Reserved  Legislative  Powers,  Future  Changes of Laws and Plans,
Compelling  Countervailing  Public Interest.  Nothing in this Amended  Agreement
shall limit the future  exercise  of the police  power of the County in enacting
zoning, subdivision,  development, growth management,  platting,  environmental,
open space,  transportation and other land use plans,  policies,  ordinances and
regulations  after  the  date of this  Amended  Agreement.  Notwithstanding  the
retained power of the County to enact such  legislation  under the police power,
such legislation  shall only be applied to modify the vested rights described in
this Amended Agreement based upon policies,  facts and circumstances meeting the
compelling,  countervailing  public  interest  exception  to the  vested  rights
doctrine in the State of Utah.  (Western Land  Equities,  Inc. v. City of Logan,
617 P.2d 388 (Utah 1980) or successor case and statutory law). Any such proposed
change affecting the vested rights of the Developers and other rights under this
Amended Agreement shall be of general application to all development activity in
the  Snyderville  Basin;  and unless  the  County  declares  an  emergency,  the
Developers  shall be entitled to prior written  notice and an  opportunity to be
heard with respect to the proposed change and its  applicability  to The Canyons
SPA Plan under the  compelling,  countervailing  public policy  exception to the
vested rights doctrine. In the event that the County does not give prior written
notice,  Developers shall retain the right to be heard before an open meeting of
the Board of County  Commissioners  in the event  Developers  allege  that their
rights under this Amended Agreement have been adversely affected.



<PAGE>


Section 5.4 Reversion to Regulations.  Should the County  terminate this Amended
Agreement  under the provisions  hereof,  Developers'  Property will  thereafter
comply  with and be  governed  by the  applicable  County  Development  Code and
General Plan then in  existence,  as well as with all other  provisions  of Utah
State Law.

Section 5.5      Force Majeure.

        5.5.1 Any  default or  inability  to cure a default  caused by  strikes,
        lockouts,  labor  disputes,  acts of God,  inability  to obtain labor or
        materials  or  reasonable   substitutes   therefor,   enemy  or  hostile
        governmental action, civil commotion,  fire or other casualty, and other
        similar causes beyond the reasonable  control of the party  obligated to
        perform,  shall excuse the  performance by such party for a period equal
        to the period during which any such event prevented,  delayed or stopped
        any required performance or effort to cure a default.

        5.5.2 In the event the real estate sales  figures  published by the Park
        City Board of  Realtors  show a 20% or greater  decline  for real estate
        sales in the Park City area for the comparable  six-month  period in the
        preceding  year or if the number of beds  rented  published  by the Park
        City Chamber of  Commerce/Convention  and  Visitors  Bureau for the Park
        City area  shows a 10% or greater  decline in the number of beds  rented
        for the comparable six-month period of the preceding year, then the RVMA
        and  /or  The  Colony  Master   Association  may  notify  the  Community
        Development  Director  of such  downturn  in the  economy  and request a
        six-month  extension of all the time limits set forth  herein.  Upon the
        verification  of such  published  figures,  but in no event  later  than
        twenty  (20)  days  after  such  request,  the  Director  shall  grant a
        six-month  extension on all relevant  dates of  performance as set forth
        herein. The Director shall thereafter immediately provide notice of such
        extension to the Planning Commission and BCC. In the event such downturn
        continues,  the Director may grant  additional six month  extensions for
        the duration of the  downturn.  The RVMA may request and receive up to a
        maximum of twenty-four  (24) months of such extensions  during the first
        fifteen (15) years of the term of this Amended Agreement.

Section  5.6  Continuing  Obligations.  Adoption  of law or  other  governmental
activity making performance by the Developers  unprofitable,  more difficult, or
more  expensive  does not  excuse  the  performance  of the  obligations  by the
Developers.

Section 5.7 Other  Remedies.  All other remedies at law or in equity,  which are
consistent with the provisions of this Amended  Agreement,  are available to the
parties to pursue in the event there is a breach.

Section 5.8      Dispute Resolution.



<PAGE>


        5.8.1  Binding  Arbitration.  In the event  that the  default  mechanism
        contained  herein shall not  sufficiently  resolve a dispute  under this
        Amended Agreement, then every such continuing dispute,  difference,  and
        disagreement shall be referred to a single arbitrator agreed upon by the
        parties, or if no single arbitrator can be agreed upon, an arbitrator or
        arbitrators  shall be  selected  in  accordance  with  the  rules of the
        American  Arbitration  Association  and  such  dispute,  difference,  or
        disagreement   shall  be  resolved  by  the  binding   decision  of  the
        arbitrator,  and judgment upon the award  rendered by the arbitrator may
        be entered in any court  having  jurisdiction  thereof.  However,  in no
        instance  shall this  arbitration  provision  prohibit  the County  from
        exercising  enforcement  of its police  powers where  Developers  are in
        direct violation of the Code.

        5.8.2  Institution of Legal Action.  Enforcement of any such arbitration
        decision shall be instituted in the Third Judicial District Court of the
        County of Summit,  State of Utah, or in the United States District Court
        for Utah.

        5.8.3 Rights of Third Parties. This Amended Agreement is not intended to
        affect or create any  additional  rights or  obligations  on the part of
        third parties.

        5.8.4 Third Party Legal  Challenges.  In those instances  where, in this
        Amended  Agreement,  Developers  have  agreed to waive a  position  with
        respect  to  the   applicability   of  current   County   policies   and
        requirements,  or where  Developers  have agreed to comply with  current
        County  policies  and  requirements,  Developers  further  agree  not to
        participate  either  directly or indirectly  in any legal  challenges to
        such County policies and  requirements  by third parties,  including but
        not  limited to  appearing  as a  witness,  amicus,  making a  financial
        contribution  thereto,  or otherwise assisting in the prosecution of the
        action.

        5.8.5 Enforced Delay, Extension of Times of Performance.  In addition to
        specific  provisions  of  this  Amended  Agreement,  performance  by the
        County,  the Master Developer,  or a Participating  Landowner  hereunder
        shall not be deemed to be in default where delays or defaults are due to
        war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires,
        casualties, or acts of God. An extension of time for such cause shall be
        granted in writing  by County  for the period of the  enforced  delay or
        longer, as may be mutually agreed upon.

        5.8.6  Attorney's  Fees.  Should any party hereto employ an attorney for
        the purpose of enforcing this Amended  Agreement,  or any judgment based
        on this Amended Agreement, or for any reasons or in any legal proceeding
        whatsoever, including insolvency, bankruptcy,  arbitration,  declaratory
        relief  or other  litigation,  including  appeals  or  re-hearings,  and
        whether or not an action has actually  commenced,  the prevailing  party
        shall be entitled to receive from the other party thereto  reimbursement
        for all attorney's fees and all costs and expenses.  Should any judgment
        or final order be issued in that proceeding, said reimbursement shall be
        specified therein.

        5.8.7  Venue.  Venue for all legal  proceedings  related to this Amended
        Agreement  shall be in the District  Court for the County of Summit,  in
        Coalville, Utah.



<PAGE>


        5.8.8 Damages upon Termination. Except with respect to just compensation
        and attorneys' fees under this Amended  Agreement,  Developers shall not
        be  entitled  to any  damages  against  the  County  upon  the  unlawful
        termination of this Amended Agreement.

Section 5.9      Term of Agreement and Automatic Renewal.

        5.9.1 Term. The term of this Amended Agreement shall commence on and the
        Effective Date of this Amended  Agreement shall be the effective date of
        Ordinance 334-A, which approved this Amended Agreement. The Term of this
        Amended  Agreement  shall  extend  for a period of  fifteen  (15)  years
        following  the  Effective  Date  above-referenced  unless  this  Amended
        Agreement has been earlier renewed or terminated,  or its term otherwise
        modified by written amendment pursuant to the provisions of this Amended
        Agreement (the "Term").

        5.9.2 Renewal.  This Amended  Agreement may be renewed by the Developers
        upon identical  terms and conditions for up to three (3) additional five
        (5)  year  terms  so long as there  has  been  demonstrated  substantial
        compliance  with  the  terms of this  Amended  Agreement.  This  Amended
        Agreement shall be automatically so renewed unless all of the Developers
        notify the County in writing to the  contrary at least one year prior to
        the  commencement  of such  renewal  term  or the  County  notifies  the
        Developers of a failure to  substantially  comply with the terms of this
        Amended  Agreement  at least 90 days prior to the  commencement  of such
        renewal term.

Section 5.10  Termination.

        5.10.1   Termination  for  Inaction.   The  Master   Developer  and  any
        Participating  Landowner  shall be required to proceed with submittal of
        applications  for  Development  Approvals  in a  timely  manner.  If  no
        application  for a  Development  Approval is applied for during any five
        (5) year period  within the term of this  Amended  Agreement,  then this
        Amended Agreement shall be terminated for inaction.

        5.10.2   Termination  Upon  Completion  of  Development.   This  Amended
        Agreement shall terminate when the Property has been fully developed and
        all of the  Developers'  and  the  County's  obligations  in  connection
        therewith  are  satisfied,  or at the  expiration  of the  term  of this
        Amended  Agreement and any renewals thereof,  whichever is sooner.  Upon
        termination of this Amended Agreement,  the County shall record a notice
        that the Amended Agreement has been terminated.



<PAGE>


        5.10.3 Effect of  Termination on Developer  Obligations.  Termination of
        this  Amended  Agreement  as to any  Developer  of the  Property  or any
        portion thereof shall not affect any of such Developer's  obligations to
        comply with the Collective Standards and the terms and conditions of any
        applicable  zoning, or subdivision plat, site plan,  building permit, or
        other land use entitlements  approved with respect to the Property,  nor
        shall  it  affect  any  other   covenants   or  any  other   development
        requirements  specified or created  pursuant to this Amended  Agreement.
        Termination of this Amended  Agreement shall not affect or invalidate in
        any manner  the Master  Developer's  and any  Participating  Landowner's
        obligations  of  indemnification  and defense  under  Section 6.7 or the
        survival provisions of Section 3.10.

        5.10.4  Effect  of  Termination  on the  County  Obligations.  Upon  any
        termination of this Amended Agreement,  the entitlements,  conditions of
        development,  limitations on fees, and all other terms and conditions of
        this Amended  Agreement shall no longer be vested hereby with respect to
        the  property  affected by such  termination  (provided  vesting of such
        entitlements,  conditions  or fees  may  then be  established  for  such
        property  pursuant to then  existing  planning and zoning law),  and the
        County  shall no longer be  prohibited  by this Amended  Agreement  from
        making any changes or modifications to such entitlements, conditions, or
        fees applicable to such property.

Section 5.11 Successors and Assigns.  This Amended Agreement shall be binding on
the  successors and assigns of the Developers in the ownership or development of
any portion of the Property.  Notwithstanding the foregoing,  a purchaser of the
Property or any portion  thereof shall be  responsible  for  performance  of the
Developers'  obligations  hereunder  as  to  the  portion  of  the  Property  so
transferred in accordance with the provisions of Section 5.12.1 hereof.

Section 5.12     Release.

        5.12.1  Transfer of  Property.  Developers  shall be entitled to sell or
        transfer  any  portion  of the  Property  subject  to the  terms of this
        Amended Agreement upon written notice to the County and  acknowledgement
        signed by the transferee and the County.  Notwithstanding the foregoing,
        Developers  shall not be  required  to notify  the  County or obtain the
        County's  consent  with  regard  to  the  sale  of  lots  in  single  or
        multi-family residential subdivisions or commercial areas that have been
        platted and received  Development  Approval in accordance with the terms
        of this  Amended  Agreement.  In the  event  of a  transfer  of all or a
        portion of the Property  subject to this  Agreement,  such  transferring
        Developer   shall  obtain  an  assumption  by  the  transferee  of  that
        Developer's  obligations  under this  Amended  Agreement,  and,  in such
        event,  the transferee  shall be fully  substituted for the transferring
        Developer  under  this  Amended  Agreement  as to the  Project  Site  so
        transferred,  and the transferring  Developer shall be released from any
        further  obligations  with respect to this  Amended  Agreement as to the
        parcel so transferred.  In the event of any such transfer of Developers'
        interests in all or a portion of the  Property,  the  assignee  shall be
        deemed to be the Developer for all purposes under this Amended Agreement
        with respect to that portion of the Property so transferred.



<PAGE>


        5.12.2  Mutual  Releases.  At the  time  of,  and  subject  to,  (i) the
        expiration of any applicable  appeal period with respect to the approval
        of this Amended  Agreement  without an appeal  having been filed or (ii)
        the final  determination of any court upholding this Amended  Agreement,
        whichever occurs later, and excepting the parties' respective rights and
        obligations  under  this  Amended  Agreement,  Developers,  on behalf of
        themselves and Developers'  partners,  officers,  directors,  employees,
        agents,  attorneys and  consultants,  hereby  release the County and the
        County's  board members,  officials,  employees,  agents,  attorneys and
        consultants,  and the County, on behalf of itself and the County's board
        members, officials, employees, agents, attorneys and consultants, hereby
        releases  Developers  and  Developers'  partners,  officers,  directors,
        employees,  agents, attorneys and consultants,  from and against any and
        all  claims,  demands,  liabilities,  costs,  and  expenses  of whatever
        nature,  whether known or unknown, and whether liquidated or contingent,
        arising on or before the date of this Amended  Agreement  in  connection
        with the  application,  processing  or  approval of the Canyons SPA Zone
        District,  Canyons SPA Plan, and this Amended Development Agreement,  to
        include any claims for vested  development  rights by any  Developers on
        property which is within the Canyons SPA Zone District.

Section 5.13 Amendments to this Amended Agreement. This Amended Agreement may be
amended from time to time upon  written  notice to the Master  Developer  and by
mutual  written  consent of the County and the  Developer  or  Developers  whose
property is the subject of the proposed  amendment or whose property is directly
impacted by such amendment.

        5.13.1 Substantial  Amendments.  Any amendment to this Amended Agreement
        that alters or modifies  the Term of this Amended  Agreement,  permitted
        uses,  increased  density or  intensity  of use,  deletion  of any major
        public  amenity  described  herein,  or provisions for  reservation  and
        dedication of land, including open space dedications,  shall be deemed a
        "Substantial  Amendment"  and shall require a noticed public hearing and
        recommendation  by the Planning  Commission and a noticed public hearing
        and decision by the Board of County Commissioners  pursuant to the Equal
        Dignities  Rule  prior to the  execution  of such an  amendment.  Unless
        otherwise  provided by law, all other amendments may be executed without
        a noticed public hearing or recommendation by the Planning Commission.

        5.13.2  Administrative   Amendments.  All  amendments  to  this  Amended
        Agreement that are not Substantial  Amendments  shall be  Administrative
        Amendments and shall not require a public hearing or  recommendation  of
        the  Planning  Commission  prior to  execution by the parties of such an
        amendment.  The Director shall be empowered by the BCC to make all final
        administrative amendment decisions.

        5.13.3  Effect of  Amendment.  Any  amendment to this Amended  Agreement
        shall be operative  only as to those  specific  portions of this Amended
        Agreement  expressly subject to the amendment,  with all other terms and
        conditions remaining in full force and effect without interruption.






<PAGE>


                                    ARTICLE 6
                            MISCELLANEOUS PROVISIONS

Section 6.1  Project is a Private  Undertaking.  It is agreed  among the parties
that the  Project is a private  development  and that the County has no interest
therein except as authorized in the exercise of its governmental functions.  The
Project is not a joint venture, and there is no such relationship  involving the
County.  Nothing in this Amended  Agreement shall preclude the Master  Developer
and any  Participating  Landowner from forming any form of investment entity for
the purpose of completing any portion of the Project.

Section 6.2 Construction of Agreement. This Amended Agreement shall be construed
so as to  effectuate  the public  purpose of  resolving  disputes,  implementing
long-range planning  objectives,  obtaining public benefits,  and protecting any
compelling,   countervailing   public  interest;   while  providing   reasonable
assurances of continued vested development rights under this Amended Agreement.

Section 6.3 Covenant Running with Land. This Amended Agreement shall be recorded
against all legal  parcels of record  within the  Property  described  in Summit
County Ordinance  333-A. All the terms and conditions  contained herein shall be
deemed to "run with the land"  and shall be  binding  on and shall  inure to the
benefit of all successors in ownership of parcels  within the Property.  As used
herein,  Developers shall include the parties signing this Amended Agreement and
identified  as  "Developers,"  and all  successor  owners of any  parcel of land
within the Property.

        Section 6.4 Notices.  All notices hereunder shall be given in writing by
certified mail, postage prepaid, at the following addresses:

To the County:

        The Board of County Commissioners of Summit County
        Summit County Courthouse
        P.O. Box 128
        Coalville, Utah  84017

        Summit County Director of Community Development
        P.O. Box 128
        Coalville, Utah  84017

With copies to:

        David L. Thomas
        Deputy Summit County Attorney
        P.O. Box 128


<PAGE>


        Coalville, Utah  84017

To the Master Developer:

        Greg Spearn
        Senior Vice President
        The Canyons
        4000 The Canyons Resort Drive
        Park City, Utah 84098

        Julianne C. Ray
        Vice President and Assistant General Counsel
        American Skiing Company Resort Properties, Inc.
        One Monument Way
        Portland, Maine 04101

With copies to:

        Clark Thompson, Esq.
        Bracewell and Patterson
        711 Louisiana, Suite 2900
        Houston, TX 77002-2781


To the Participating Landowners:

        At the addresses set forth in Ordinance 333-A.

Or to such other  addresses  or to the  attention of such other person as either
party or their successors may designate by written notice.

        Section 6.5 Recordation of Agreement.  The County Clerk of Summit County
shall,  within ten (10) days after the Effective Date of the ordinance  adopting
this Amended Agreement, record this Amended Agreement.



<PAGE>


        Section 6.6 Severability. If any provision of this Amended Agreement, or
the  application  of such  provision  to any  person  or  circumstance,  is held
invalid, void, or unenforceable, but the remainder of this Amended Agreement can
be enforced  without failure of material  consideration  to any party,  then the
remainder of this Amended  Agreement shall not be affected  thereby and it shall
remain in full force and effect, unless amended or modified by mutual consent of
the  parties.  If any  material  provision  of this  Amended  Agreement  is held
invalid, void, or unenforceable or if consideration is removed or destroyed, the
Master  Developer  or the County shall have the right in their sole and absolute
discretion to terminate  this Amended  Agreement by providing  written notice of
such termination to the other party.

        Section 6.7 Indemnification and Hold Harmless.

        6.7.1  Agreement of Developers.  Developers  agree to indemnify and hold
        harmless  the County,  its  officers,  agents,  employees,  consultants,
        attorneys, special counsel and representatives from liability:

                 (a) For damages,  just compensation,  restitution,  judicial or
                 equitable  relief  arising out of claims for  personal  injury,
                 including  death, and claims for property damage that may arise
                 from the direct or indirect  operations  of the  Developers  or
                 their contractors,  subcontractors,  agents, employees or other
                 persons acting on their behalf which relates to The Canyons SPA
                 Plan; and

                 (b)  From  any   claim   that   damages,   just   compensation,
                 restitution,  judicial or equitable  relief is due by reason of
                 the terms of or effect arising from this Amended Agreement.

        6.7.2  Developers  agree to pay all costs for the  defense of the County
        and its officers,  agents, employees,  consultants,  attorneys,  special
        counsel  and  representatives  regarding  any action for  damages,  just
        compensation,  restitution,  judicial  or  equitable  relief  caused  or
        alleged  to have  been  caused  by  reason  of  Developers'  actions  in
        connection  with The Canyons SPA Plan or any claims  arising out of this
        Amended Agreement.

        6.7.3 The agreement of the Developers to indemnify and hold harmless the
        County in this Section 6.7 shall apply  regardless of whether or not the
        County prepared,  supplied or approved this Amended Agreement,  plans or
        specifications,  or  both,  for the  Project.  The  County  may make all
        reasonable  decisions  with respect to its  representation  in any legal
        proceeding.  The County agrees to enforce the provisions of this Section
        6.7 solely against those  individual  Developers  within The Canyons SPA
        Plan whose  actions give rise to claims for damages that are the subject
        of a particular claim for indemnification hereunder.

        6.7.4 The  agreements  of  Developers  in this  Section 6.7 shall not be
        applicable  to (i) any claim  arising  by reason  of the  negligence  or
        intentional  tortious actions of the County,  or (ii) any claim reserved
        by  Developers  under  the  terms  of this  Amended  Agreement  for just
        compensation or attorneys fees.

        6.7.5 The County shall give written notice of any claim, demand,  action
        or proceeding  which is the subject of the  Developers'  agreement under
        this Section 6.7 as soon as practicable but not later than ten (10) days
        after the  assertion or  commencement  of the claim,  demand,  action or
        proceeding.  In the case any such notice is given,  the County  shall be
        entitled to participate in the defense of such claim.  Each party agrees
        to cooperate  with the other in the defense of any claim and to minimize
        duplicative costs and expenses.


<PAGE>


        Section 6.8 Interest of Developers.  The Developers intend to hold a fee
interest  in all or a portion  of the  Property  at all times  necessary  to the
performance  of its  obligations  hereunder and that all other  persons  holding
legal or  equitable  interests  in the  Property are to be bound by this Amended
Agreement.  Developers  acknowledge  that County  requires  them to execute this
Amended Agreement so that the entire Property and each parcel of record included
therein will be subject to this Amended  Agreement until such time as Developers
have  completed  their  obligations  as  specified  in this  Amended  Agreement.
Notwithstanding anything set forth in this Amended Agreement to the contrary:

        (a) The  Property  shall be subject to this Amended  Agreement,  and any
        development  of any portion of the  Property  shall be subject to and in
        accordance with the terms of this Amended Agreement.

        (b) Nothing in this section  shall  relieve the Master  Developer or any
        Participating Landowner from requirements set forth in Section 3.10.

        Section 6.9 Time of the Essence.  Time is of the essence in this Amended
Agreement.

        Section 6.10 Names and Plans. The Master Developer and any Participating
Landowner  shall  be the sole  owner  of all  names,  titles,  plans,  drawings,
specifications,  ideas, programs,  designs, and work products of every nature at
any time developed,  formulated, or prepared by or at the instance of the Master
Developer  and any  Participating  Landowner in  connections  with the Property,
subject to the County's disclosure  obligations under the Government Records and
Management Act in accordance with Utah State law.

        Section  6.11  Computation  of Time.  In  computing  any  period of time
pursuant to this Amended  Agreement,  the day of the act,  event or default from
which the designated  period of time begins to run shall be included,  unless it
is a Saturday,  Sunday, or legal holiday,  in which event the period shall begin
to run on the next day which is not a Saturday, Sunday, or legal holiday.

        Section  6.12  Titles  and  Captions.  All  section  titles or  captions
contained in this Amended  Agreement are for  convenience  only and shall not be
deemed part of the context nor affect the interpretation hereof.

        Section 6.13 Entire Agreement.  This Amended  Agreement  constitutes the
entire agreement between the parties with respect to the issues addressed herein
and supersedes all prior agreements,  whether oral or written, covering the same
subject matter.  This Amended Agreement may not be modified or amended except in
writing  mutually agreed to and accepted by the County and the Master  Developer
and  Participating  Landowners in  accordance  with Section 5.13 of this Amended
Agreement.



<PAGE>


        Section 6.14 No Waiver.  Failure of a party hereto to exercise any right
hereunder  shall not be deemed a waiver of any such  right and shall not  affect
the right of such party to  exercise at some future time said right or any other
right it may have hereunder. Unless this Amended Agreement is amended by vote of
the Board of County  Commissioners  taken  with the same  formality  as the vote
approving this Amended  Agreement,  no officer,  official or agent of the County
has the power to amend,  modify or alter this Amended  Agreement or waive any of
its conditions as to bind the County by making any promise or representation not
contained herein.

        Section 6.15  Execution of  Agreement.  This  Amended  Agreement  may be
executed in  multiple  parts or  originals  or by  facsimile  copies of executed
originals;  provided,  however, if executed and evidence of execution is made by
facsimile  copy,  then an original  shall be provided to the other party  within
seven (7) days of receipt of said facsimile copy.

        Section  6.16  Relationship  of Parties.  The  contractual  relationship
between the County and the Master Developer and Participating Landowners arising
out of this Amended  Agreement is one of independent  contractor and not agency.
This Amended Agreement does not create any third party beneficiary rights. It is
specifically  understood  by the  parties  that:  (a) The  Canyons SPA Plan is a
private  development;  (b) County has no interest in,  responsibilities  for, or
duty to third parties concerning any public  improvements to the Property unless
the County  accepts the public  improvements  pursuant to the provisions of this
Amended  Agreement or in connection with subdivision or condominium plat or site
plan  approval;  and (c)  Developers  shall  have the full  power and  exclusive
control of the Property  subject to the  obligations of the Developers set forth
in this Amended Agreement.

        Section 6.17  Applicable  Law.  This  Amended  Agreement is entered into
under and pursuant  to, and is to be construed  and  enforceable  in  accordance
with, the laws of the State of Utah.

        Section  6.18 Local Laws and  Standards.  Where this  Amended  Agreement
refers to "local laws and  standards" it means the laws and standards of general
applicability  to The Canyons SPA Plan and all other  developed  and  subdivided
properties within the Snyderville Basin of Summit County.

        Section  6.19 State and  Federal  Law.  The  parties  agree,  intend and
understand that the obligations  imposed by this Amended Agreement are only such
as are consistent  with state and federal law. The parties further agree that if
any  provision  of  this  Amended   Agreement   becomes,   in  its  performance,
inconsistent  with state or federal law or is  declared  invalid,  this  Amended
Agreement shall be deemed amended to the extent  necessary to make it consistent
with state or federal  law, as the case may be, and the balance of this  Amended
Agreement shall remain in full force and effect.

        Section 6.20 Exhibits Incorporated. All Exhibits in the Book of Exhibits
are incorporated by reference herein as if fully set forth herein.



<PAGE>


        Section 6.21 School and Institutional  Trust Lands.  Notwithstanding any
other provision of this Agreement to the contrary, all obligations imposed under
this Agreement as they may relate to the State of Utah acting by and through the
School and Institutional  Trust Lands  Administration or its successor agencies,
shall be satisfied by the Master  Developer,  and all parties to this  Agreement
agree to look  solely to the Master  Developer  in any  action to  enforce  this
Agreement  with  respect  to lands  owned by the State of Utah.  Nothing in this
Agreement  or the  exhibits  thereto  shall be  deemed  to waive  the  sovereign
immunity  of  the  State  of  Utah  except  through  compliance  with  the  Utah
Governmental  Immunity Act; to permit the  imposition or enforcement of any lien
or assessment as against  state lands;  or to waive the  provisions of Utah Code
Ann. ss. 17-27-104.5 or any successor statute; provided, however, that the State
of Utah, by execution of this Agreement,  agrees to grant conservation easements
directly in the manner required by paragraph 3.8.2.2.1 of this Agreement for the
benefit  of the  County,  and to  adhere  to the  density  allocation  for State
property provided by this Agreement and the Canyons SPA Plan.

        IN WITNESS WHEREOF,  this Amended  Agreement has been executed by Summit
County,  acting  by and  through  the Board of  County  Commissioners  of Summit
County, State of Utah, pursuant to Ordinance ______, authorizing such execution,
and by a duly authorized  representative  of Developers,  as of the above stated
date.


                                            BOARD OF COUNTY COMMISSIONERS OF
                                            SUMMIT COUNTY, STATE OF UTAH

                                            By: /s/ Sheldon D. Richins
                                               ---------------------------------
                                                 Sheldon D. Richins, Chairman


STATE OF UTAH                       )
                                    )         : ss.
COUNTY OF SUMMIT                    )

The  foregoing   instrument  as  acknowledged  before  me  this 15th   day  of
November,  1999,  by Sheldon D.  Richins,  Chairman  of the Board of County
Commissioners of Summit County, State of Utah.

/s/ Marsha S. Crittenden
----------------------------------------
Notary Public
Residing at:Coalville, Utah

My commission expires: 8/14/03







<PAGE>


                                    ASC UTAH, INC., d.b.a. THE CANYONS

                                       /s/ Greg Spearn
                                    ------------------------------------

STATE OF UTAH                       )
                                    )        :ss.
COUNTY OF SUMMIT                    )

The  foregoing   instrument  was  acknowledged   before  me  this  15th day  of
November, 1999, by Greg Spearn, Vice President of ASC Utah, Inc.

/s/ Spencer Sanders
----------------------------------------
Notary Public
Residing at:Salt Lake County, UT

My commission expires:  11/12/03

                                 AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.

                                 /s/ Edward L. Grampp, Jr.
                                 ---------------------------------------
                                 By: Edward L. Grampp, Jr.
                                 Its: Vice President

STATE OF UTAH                       )
                                    )        :ss.
COUNTY OF SUMMIT                    )

     The  foregoing  instrument  was  acknowledged  before  me this  15th day of
November,  1999, by Edward L. Grampp,  Vice Presidnet of American Skiing Company
Resort Properties, Inc.

/s/ Spencer Sanders
----------------------------------------
Notary Public
Residing at: Salt Lake County

My commission expires: 11/12/03


                                  C & M Properties, LLC

                                  By: /s/ Raymond Klein
                                  Its: Manager

STATE OF UTAH       )
                    )  :ss
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 17th day of November
1999, by Raymond Klein.

                                  /s/ Sabra Karr Dator
                                  Notary Public
                                  Residing at: Summit Co.
                                  My Commission Expires:
                                  June 25, 2003


                                  Silver King Mines

                                  By: /s/ JW Giallivan, Jr
                                  Its: President

STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 8th day of November
1999, by Jack Giallivan, Jr.

                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002

                                  D A Osguthorpe Family Partnership

                                  By: /s/ Stephen A. Osguthorpe
                                  Its: Owner

STATE OF Utah       )
                    ) :ss.
COUNTY OF Summit    )

The foregoing  instrument  was  acknowledged  before me this 7th day of November
1999, by Stephen A. Osguthorpe.

                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002


                                  Parkwest Associates

                                  By: /s/ Walter J. Plumb
                                      /s/ James C. Nogg
                                  Its: General Partners

STATE OF Utah       )
                    ):ss:
COUNTY OF Summit    )

The foregoing  instrument  was  acknowledged  before me this 9th day of November
1999, by Walter J. Plumb, III and James C. Nogg.

                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002






                                  Beaver Creek Associates

                                  By: illegible
                                  Its: Pres., Madison Company, Gen. Partner

STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )



The foregoing  instrument  was  acknowledged  before me this 9th day of November
1999, by illegible.

                                  Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002





                                  Olympus Construction LLC
                                  (Jaffe - Groutage Parcel)

                                  By: /s/ Scott Jaffa
                                  Its: General Manager

STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 8th day of November
1999, by Scott Jaffa.

                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002


                                  The Canyons Cabin Club, LLC
                                 (Baker Parcel)

                                  By: /s/ Joan B. Edwards
                                  Its: Principal



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 6th day of November
1999, by Joan B. Edwards.

                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002




                                  Harold R. & Ruth B. Weight

                                 By: /s/ Harold R. Weight
                                     /s/ Ruth B. Weight
                                 Its: Owners

STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 6th day of November
1999, by Ruth B. Weight and Harold R. Weight.


                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002


                                  Sugarbowl Associates, LLC

                                  By: /s/ Walter J. Plumb
                                      /s/ Ronald Ferrin
                                      Its: General Partners


STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 9th day of November
1999, by Walter J. Plumb and Ronald A. Ferrin.


                                  /s/ Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002


                                  IHC Hospitals, Inc.
                                  aka IHC Health Services, Inc.

                                  By: /s/ Everett N. Goodwin Jr.
                                  Its: CFO


STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 5th day of November
1999, by Everett N. Goodwin, Jr.

                                   /s/ Janet P. Tuttle
                                   Notary Public
                                   Residing at: Salt Lake
                                   My Commission Expires:
                                   February 21, 2001




                                   Joseph L. Krofcheck


                                   By: /s/ J.L. Krofcheck
                                   Its:


STATE OF Virginia   )
                    )     :ss.
COUNTY OF Fairfax   )

The foregoing  instrument was  acknowledged  before me this 10th day of November
1999, by J.L. Krofcheck.


                                   /s/ illegible
                                  Notary Public

                                 Residing at: Nur, Inc. Fairfax, Va.
                                 My Commission Expires:
                                 August 31, 2001



                                 Wolf Mountain Resorts, LC

                                 By: /s/ Kenneth Griswold

                                 Its: Managing Member



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 15th day of November
1999, by Kenneth Griswold.
                                   /s/ Barbara L. Myers
                                   Notary Public
                                   Residing at: Park City
                                   My Commission Expires:
                                   April 10, 2002



                                   Willow Draw, LC

                                   By:/s/ Kenneth Griswold
                                   Its: Managing Member



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 15th day of November
1999, by Kenneth Griswold.

                                   /s/ Barbara L. Myers
                                   Notary Public
                                   Residing at: Park City
                                   My Commission Expires:
                                   April 10, 2002


                                   /s/ William Lincoln Spoor
                                   /s/ Leslee Sherrill Spoor

                                   By: William Spoor
                                       Leslee Spoor



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 12th day of November
1999, by Lincoln Spoor and Leslee Sherrill.

                                  /s/ Catherine Dalyai
                                  Notary Public
                                  Residing at: Sandy, UT
                                  My Commission Expires:
                                  May 25, 2000

                                  The Hansen Group, L.C.

                                  By: /s/ David M. Hansen
                                   Its: Member


STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 13th day of November
1999, by David M. Hansen, a member of The Hansen Group, L.C.

                                   /s/ Spencer G. Sanders
                                   Notary Public
                                   Residing at: Salt Lake County
                                   My Commission Expires:
                                   November 12, 2003


                                   Beaver Creek Associates

                                   By: /s/ Ronald Ferrin, Madison Co.,
                                   Its: Gen. Partner, President
                                   /s/ Walter J. Plums III, Secretary



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument  was  acknowledged  before me this 9th day of November
1999, by Ronald Ferrin & Walter J. Plums III.

                                  Angelica Perez
                                  Notary Public
                                  Residing at: Summit County
                                  My Commission Expires:
                                  November 12, 2002

                                  Thair Schneiter

                                  By: /s/ Walter J. Plumb
                                  Its: Attorney



STATE OF UTAH       )
                    )  :ss.
COUNTY OF SUMMIT    )

The foregoing  instrument was  acknowledged  before me this 15th day of November
1999, by Walter J. Plumb

                                  /s/ William E. Casaday
                                  Notary Public
                                  Residing at: Salt Lake County

                                   My Commission Expires:
                                   January 18, 2000


                                   Gerald Freedman

                                   By: /s/ Gerald M. Friedman



STATE OF California      )
                         )     :ss.
COUNTY OF Los Angeles)

The foregoing  instrument was  acknowledged  before me this 10th day of November
1999, by Gerald M. Friedman.

                                   /s/ Shirley S. Wawee
                                  Notary Public
                                  Residing at: Los Angeles, California
                                  My Commission Expires:
                                  July 19, 2003