THE CANYONS RESORT VILLAGE


                              MANAGEMENT AGREEMENT






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                           THE CANYONS RESORT VILLAGE
                              MANAGEMENT AGREEMENT

         THIS RESORT VILLAGE  MANAGEMENT  AGREEMENT (the "Agreement") is entered
into to be effective as of this _____ day of  __________________,  1999,  by and
between ASC Utah, Inc., d.b.a. The Canyons,  a Maine corporation with a place of
business at 4000 The Canyons Resort Drive,  Park City, Utah 84098 ("ASC Utah" );
American  Skiing Company Resort  Properties,  Inc., a Maine  corporation  with a
place of business at One Parkway,  P.O. Box 450, Bethel,  Maine 04217 ("ASCRP");
Wolf Mountain  Resorts,  L.C., a Utah limited  liability  company with a mailing
address of P.O. Box 980903, Park City, Utah 84098 ("Lessor"); The Canyons Resort
Village Association, Inc., a Utah nonprofit corporation with a place of business
at 4000 The Canyons Resort Drive, Park City, Utah 84098 (the "Association"); and
each of the property owners listed on Exhibit A hereto (the "Participants").

                                    RECITALS

         A. ASC Utah and ASCRP own or lease all of the land shown as Parcel 1 on
the Plan of Land entitled "The Canyons  Resort  Village - Easement  Plan," dated
______________,  1999 (the  "Plan"),  recorded in the Office of the Recorder for
Summit County as Entry No. _____,  in Book _____,  beginning at Page _____,  and
attached  hereto  as  Exhibit  B,  as it may be  amended  from  time  to time in
accordance with this Agreement.

         B.  Lessor is the owner of  certain  premises  within  Parcel 1,  which
premises are leased to ASC Utah under a certain Ground Lease  Agreement dated as
of July 3, 1997,  and a First  Amendment  to Ground  Lease dated as of August 1,
1998, and a Second Amendment to Ground Lease dated contemporaneously herewith.

         C.  Participants own or control various parcels of land as shown on the
Plan (the "Participants' Parcels").

         D. ASC Utah,  ASCRP,  the  Association,  and the  Participants  wish to
convey  certain  easements to each other to allow for their joint use of certain
improvements  located  or to be located on their  respective  properties  and to
enhance the value of each of their properties and the uses contemplated thereon.

         E. ASCRP, ASC Utah, and the Participants  intend to separately  develop
their respective  portions of a resort village on Parcel 1 and the Participants'
Parcels,  all of which  collectively  are to be an  integral  part of the resort
village (the "Resort  Village").  The Resort  Village  development  as currently
contemplated is depicted,  for illustrative purposes only, on Exhibit C attached
hereto.


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         F. ASCRP has incurred certain  substantial  development cost charges in
the  planning  and  permitting  of the Resort  Village,  and in exchange for the
easements  granted herein,  the Participants  desire that the Association  shall
reimburse ASCRP for a fixed portion of their costs.

         G. The parties hereto desire to delegate to the  Association the right,
obligation,  responsibility,  and authority for the operation and  management of
the Resort Village, as set forth herein.

         H. The Resort Village is in The Canyons  Specially Planned Area ("SPA")
Zone District,  under the Snyderville Basin Development Code, pursuant to Summit
County  Ordinance Number 333, as amended by Summit County Ordinance Number 333A,
which is implemented by a Development  Agreement among Lessor,  ASCRP, ASC Utah,
and others,  dated July 6, 1998,  as amended  November  __,  1999,  as it may be
amended from time to time (the "Development Agreement").

         I. The parties to this  Agreement  desire to establish  mechanisms  for
payment of fees and charges necessary to implement the Development Agreement and
carry out the objectives of the Association.

         J. The  Development  Agreement  requires that a master  association  be
maintained over development  within certain areas of the SPA, for the purpose of
regulating and  maintaining  certain  standards and levels of maintenance of all
buildings, roads, village infrastructure,  and landscaping,  and for the purpose
of developing  certain community  amenities to the extent feasible;  the parties
hereto  desire the  Association  to fulfill these  obligations;  and the parties
desire to delegate to the  Association the right,  obligation,  and authority to
perform such functions as more fully set forth herein.

         K. ASC Utah,  ASCRP, and the Participants  desire for the Participants'
Parcels to be operated as an integral part of the Resort  Village for the mutual
benefit of all of the parties.

         L. All parties desire that the  Association  operate the Resort Village
in a manner that treats all parties in a fair and equitable manner.


         NOW THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.  Terms  Defined in this  Agreement.  Except as  otherwise  expressly
provided  in this  Agreement,  the terms used in this  Agreement  shall be given
their  natural,   commonly  accepted   definitions   consistent  with  the  Utah
Condominium  Ownership  Act. In addition to the terms defined  elsewhere in this
Agreement, the following terms shall have the following meanings:

                  1.1 "Assessments" means the Annual Member Assessments,  Retail
Assessments,  Transient Occupancy Assessments, Real Estate Transfer Assessments,

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and the charges, fines, penalties, and other amounts levied, fixed and collected
pursuant to Article IV.

                  1.2  "Commercial  Resort  Property"  means any Resort Property
used  predominantly for retail businesses or commercial  services offered to the
public, or wholesale or office activities, since the latest of:

         (a)      the date on which it became a Resort Property pursuant to this
                  Agreement;

         (b)      the date of Substantial  Completion of any Improvement on such
                  Resort Property; or

         (c)      the  earlier  of (i) the date of  commencement  of the term of
                  occupancy  under a lease with respect to such Resort  Property
                  or (ii) the date of first use of such Resort Property for such
                  services or activities.

         "Retail businesses" shall include without limitation businesses engaged
in the sale or lease of tangible personal property.  "Commercial services" shall
include  without  limitation the offering of  professional  services  (including
without limitation medical,  legal,  accounting,  and engineering  services) and
nonprofessional  services  (including  without  limitation real estate sales and
management,  repair, restaurants,  health clubs, and beauty salons); "commercial
services" shall not include businesses engaged in the accommodation of tourists,
transients,  or permanent guests for compensation.  Property owned or controlled
by ASC Utah shall be considered a Commercial  Resort  Property only for purposes
of the Retail  Assessment  and only with  respect to the  retail  businesses  or
commercial  services  owned or leased by ASC Utah in the Resort  Core other than
facilities  primarily related to the operation and  administration of ski ticket
sales, ski lifts,  ski patrol,  ski school,  or skiing or snowboard  facilities;
provided,  however,  that retail businesses or commercial  services owned by ASC
Utah in Red Pine Village shall be included  within the  definition of Commercial
Resort Property at such time as the first certificate of occupancy is issued for
a Lodging Resort  Property in Red Pine Village.  Excluded from the definition of
"Commercial  Resort Property" is the operation of snowmobile tours and horseback
riding operations.

         1.3 "Commercial Resort Property Member" means any owner of a Commercial
Resort Property.

         1.4  "Facilities"   means  all  real  property  or  interests  therein,
improvements on real property,  personal property, and equipment,  dedicated for
use or used by the  Association  in operating the Resort Village or any Function
thereof.

         1.5  "Function"  means any activity,  function,  or service that may be
undertaken by the Association under this Agreement.

         1.6 "Function Cost" means, with respect to a particular  Function,  the
Association's expense,  including administrative costs, to perform such Function
in a fiscal year.


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         1.7 "Improvement"  means any building,  structure or other improvement,
retaining wall, landscaping, roadway, transportation system, pedestrian pathway,
or any  similar  alteration  of the land,  whether of a temporary  or  permanent
nature,  developed or constructed on the Resort Lands,  whose primary purpose is
to be used, or which is used as either a Commercial  Resort Property,  a Lodging
Resort Property or a Residential Resort Property.

         1.8 "Lodging Resort  Property" means any Resort Property which contains
the  attributes of a hotel or a facility  established  for similar  purposes and
which is available for short term occupancy by unit owners or others,  and which
contains the following attributes:

         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;

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

         Limited storage area for owners.

In addition, such Resort Property shall have been made available for such rental
for more than fourteen (14) days in any calendar year since the latest of:

         (a)      the date on which it became a Resort Property;

         (b)      the date of Substantial  Completion of any  Improvement on the
                  Resort Property; or

         (c)      the date of first use of such  Resort  Property  for rental to
                  the transient public.

With respect to condominiums used for rental to the transient  public,  "Lodging
Resort  Property" means the entirety of property  included in any declaration of
condominium,   except  that  individual   commercial   condominium  units  shall
constitute Commercial Resort Property for purposes of this Agreement.

         1.9 "Lodging  Resort  Property  Member" means an individual  owner of a
Lodging Resort Property.

         1.10 "Member" means any owner of property within The Canyons SPA or any
lessee of property  within The Canyons SPA under a lease with a term of 25 years
or longer (not including renewal options), including each of the following:


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         (a)      Lodging Resort Property Members;

         (b)      Commercial Resort Property Members;

         (c)      Residential Resort Property Members;

         (d)      the Mountain Member; and

         (e)      all other  owners of real estate or  fractional  or  undivided
                  interest therein.

         1.11  "Mortgage"  means any mortgage,  deed of trust, or other security
instrument  (including  the seller's  rights under a contract for deed) by which
any Resort Land any improvement  thereon or any part thereof or interest therein
is  encumbered  in good faith and for value.  A "First  Mortgage"  is a Mortgage
having  priority as to all other  Mortgages  encumbering  any Resort  Land,  any
improvement thereon, or any part thereof or interest therein.

         1.12  "Mortgagee"  means any person or entity  named as the  mortgagee,
beneficiary,  or holder of the seller's interest under any Mortgage by which the
interest  of any  owner of  property  is  encumbered,  or any  successor  to the
interest of such  person  under such  Mortgage.  A "First  Mortgagee"  means any
person or entity holding a First Mortgage  including any insurer or guarantor of
a First Mortgage.

         1.13 "Mountain Member" means ASC Utah, Inc. d.b.a. The Canyons,  or any
successor entity that operates The Canyons Resort.

         1.14 "Participant" means each of the property owners within The Canyons
SPA Zone District other than ASCRP,  ASC Utah, and the Lessor with respect lands
leased by the  Lessor  to ASC  Utah;  provided,  however,  that the  Lessor is a
Participant  with  respect  to any other  property  owned by Lessor  within  The
Canyons SPA Zone  District  and not subject to the Lease  described in Recital B
hereof.

         1.15 "Person" means any individual or entity,  including a corporation,
partnership,   limited  liability  company,  trustee  or  trust,  unincorporated
association, public utility, or any municipal or governmental entity or agency.

         1.16  "Residential  Resort  Property" means any Resort Property that is
not a Lodging Resort Property or a Commercial Resort Property,  and that has not
been made available for rental to the transient  public for more than 14 days in
any calendar year and has been used exclusively for non-commercial purposes, and
that is used predominantly or partially as a single or multi-family  residential
accommodation unit since the latest of:

         (a)      the date on which it became a Resort Property;

         (b)      the date of Substantial  Completion of any Improvement on such
                  Resort Property; or


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         (c)      the  earlier  of (i) the date of a sale with  respect  to such
                  Resort  Property  or (ii) the date of first use of such Resort
                  Property as a residential accommodation unit;

         1.17  "Residential  Resort  Property  Member"  means  any  owner  of  a
Residential Resort Property.

         1.18 "Resort Lands" means the real property described on the Plan.

         1.19  "Resort  Property"  means each  parcel of real  property  located
within the Resort  Lands  that is, or is capable of being,  separately  owned or
controlled, including each condominium unit or quarter or other fractional share
or  club  ownership,   including  without   limitation   parcels  owned  by  the
Participants, provided that:

         (a)      any  portion of the Resort  Lands  shall not be  considered  a
                  Resort  Property for purposes of the Annual Member  Assessment
                  prior  to  commencement  of  construction  of any  improvement
                  thereon  or use  thereof  for  residential,  lodging,  rental,
                  commercial or any retail purposes;

         (b)      a parcel  of  property  owned,  leased,  held,  or used in its
                  entirety by the  Association,  or by any  governmental  entity
                  (including without limitation  Special  Improvement  Districts
                  formed pursuant to Utah law), or for or in connection with the
                  creation, storage, collection, or distribution of electricity,
                  gas,  water,  sewer,  telephone,  television  or other utility
                  service or for access to any  property  within or without  the
                  Resort Village shall not be considered a Resort Property;

          (c)     facilities  or portions  thereof owned or operated by ASC Utah
                  or located on Resort  Lands that are related  primarily to the
                  operation and  administration  of ticket sales, ski lifts, ski
                  patrol,  ski school,  or skiing or snowboard  facilities shall
                  not be considered a Resort  Property,  and for the purposes of
                  this subparagraph:

                  (i)      without  restricting the generality of the foregoing,
                           employee  housing  and  changing  areas,  maintenance
                           buildings,  snowmaking and grooming  facilities,  and
                           the like shall be deemed to be facilities  related to
                           the operation and administration of ticket sales, ski
                           lifts, ski patrol, ski school, or skiing or snowboard
                           facilities; and

                  (ii)     buildings used for day skier services shall be deemed
                           to  be  facilities   related  to  the  operation  and
                           administration of ski lifts, ski patrol,  ski school,
                           or  skiing  or  snowboard   facilities,   except  for
                           commercial  businesses  located  therein that are not
                           owned or operated by ASC Utah or ASCRP; or

         (d)      skiing or snowboarding or other recreational  facilities owned
                  or  operated  by ASC Utah or ASCRP or their  affiliates  as an
                  integral  part  of the  operation  of  the  resort  shall  not
                  constitute Resort Property.

         1.20.  "Resort  Village"  means all of the  Participants'  Parcels  and
Parcel 1, with the exception of the area on which the Mountain Member operates a
ski resort. .


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         1.21 "Square  Footage" means the gross square footage of the floor area
of an Improvement as measured and calculated by the  Association on a consistent
basis.

         1.22  "Substantial  Completion" means the date on which any Improvement
on a Resort Property has received a certificate of occupancy from Summit County,
has been substantially completed as certified by an architect or engineer, or if
no certificate is issued, as determined by the Association.



                                   ARTICLE II

                               GRANT OF EASEMENTS

         2.1 Plan. The Plan reflects the  approximate  location of the easements
granted hereby on a  pre-construction  basis.  Upon  completion of  construction
during  each  construction  season,  as and when  reasonably  determined  by the
Association, the Association shall have prepared, as an amendment to the Plan, a
survey of all easements granted  hereunder.  The survey shall be approved by ASC
Utah, ASCRP, the Participants,  Textron Financial Corporation, as Administrative
Agent  ("Textron")  under the mortgage dated  September 4, 1998, from Textron to
Grand Summit Resort Properties, Inc., recorded in the Office of the Recorder for
Summit  County as entry  number  526565,  in Book 1217,  beginning  at Page 184;
BankBoston,  N.A. under a Fee and Leasehold Deed of Trust,  Assignment of leases
and Rents,  Fixture Filing and Security  Agreement  dated 11/12/97 by and amount
ASC Utah and BankBoston,  N.A. as Agent filed in Book 01093,  Page 23-65; a Deed
of Trust,  Assignment of Leases and Rents, Fixture Filing and Security Agreement
dated as of  September  4, 1998  between  ASCRP and  BankBoston,  N.A.  as Agent
recorded  at Book  12108,  Pg.  151;  and Key Bank  N.A.  under a deed of trust,
security  agreement,  and financing  statement with power of sale dated December
18, 1998,  and recorded in the Office of the Recorder for Summit  County in Book
1253,  beginning  at Page 264.  Pursuant to the  provisions  of Section 7.1, the
survey shall be recorded as an addendum to this  Agreement  clarifying the exact
location of the easements granted hereunder.

         2.2  Access Easement.

         (a)      Grant.  ASC Utah and ASCRP hereby grant to the Association and
                  the Participants and Participants' tenants, licensees, guests,
                  and invitees,  for the benefit of the  Participants'  Parcels,
                  and the Participants hereby grant to the Association, ASC Utah
                  and ASCRP and their respective tenants, licensees, guests, and
                  invitees, for the benefit of Parcel 1, the right and easement,
                  in common with others,  to utilize the roadway system shown on
                  the Plan,  as such roadway  system may be expanded and amended
                  from time to time  pursuant to an amendment  to the Plan,  for
                  all purposes,  including without limitation ingress and egress
                  on  foot  and by  motor  vehicle  and  for  the  installation,
                  maintenance,   repair,  and  replacement  of  roads,  medians,
                  pavement,  drainage ditches,  sidewalks,  culverts,  retaining
                  walls,  directional and  informational  signs,  utility lines,
                  street lights,  wires, pipes,  poles,  grates,  conduits,  and

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                  mains,  together with the right to alter,  excavate,  and pave
                  the   surface  of  the  earth  for  the   foregoing   purposes
                  (collectively the "Access Easement"),  provided that ASC Utah,
                  ASCRP, the  Participants or the  Association,  as the case may
                  be,  shall  be  responsible  for  obtaining  all  governmental
                  approvals for  improvements to the Access  Easement  initially
                  installed  by  ASC  Utah,  ASCRP,  such  Participants  or  the
                  Association,  that the  surface of the earth and any  pavement
                  and   landscaping   shall  be  promptly   restored,   and  any
                  inconvenience  to  other  parties  or  disruption  of use  and
                  enjoyment by other parties shall be minimized.

         (b)      Relocation.  ASC Utah,  ASCRP, and the Association  shall have
                  the right to relocate the roadway  system shown on the Plan at
                  such party's own expense on property  owned or  controlled  by
                  ASC Utah,  ASCRP,  or the  Association,  provided that (i) all
                  applicable governmental  requirements are satisfied,  (ii) any
                  such  relocation  does  not  unreasonably  interfere  with  or
                  disrupt   the  use  of  the  Access   Easement   area  by  the
                  Participants,  (iii)  any such  relocation  does not  limit or
                  restrict the Participants'  development of other then-owned or
                  controlled  property,  (iv) reasonable prior written notice of
                  such relocation  shall have been given to the Participants and
                  any  mortgagee  or  holder of a deed of trust of record of the
                  Participants'  Parcels,  and (v) the  Participants are granted
                  easements with respect to such  relocated  roadway system that
                  are practically equivalent to the easements granted under this
                  Paragraph.

         2.3      Pedestrian Pathways.

         (a)      Grant.  ASC Utah and ASCRP hereby grant to the Association and
                  the Participants and Participants' tenants, licensees, guests,
                  and invitees for the benefit of the Participants' Parcels, and
                  the Participants  hereby grant to the  Association,  ASC Utah,
                  and ASCRP and their respective tenants, licensees, guests, and
                  invitees, for the benefit of Parcel 1, the right and easement,
                  in  common  with  others,   to  utilize  the  areas  shown  as
                  "Pedestrian  Path" on the Plan, as such Pedestrian Path may be
                  expanded  and  amended  from  time  to  time  pursuant  to  an

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                  amendment to the Plan,  for ingress and egress by foot or such
                  other means as approved by the  Association  to and from their
                  respective  parcels,  and for the  installation,  maintenance,
                  repair,  and replacement of pavement,  drainage  ditches,  and
                  information  signs.  The  parties  further  agree  to  provide
                  additional  pedestrian  easements  as  reflected on site plans
                  approved by Summit County.

         (b)      Relocation.  ASC Utah, ASCRP and/or the Association shall have
                  the right to relocate the  Pedestrian  Path shown on the Plan,
                  at ASC Utah's,  ASCRP's and/or the  Association's own expense,
                  provided that all  applicable  governmental  requirements  are
                  satisfied,  and  so  long  as any  such  relocation  does  not
                  unreasonably   interfere  with  or  disrupt  the  use  of  the
                  Pedestrian Path by the Participants,  so long as any abandoned
                  path is landscaped in accordance with the surrounding property
                  and  returned to the relevant  Participant  at no cost to such
                  Participant.

         2.4      License to Use Facilities.

         (a)      ASC  Utah,  ASCRP,  and the  Association  hereby  grant to the
                  Participants and Participants' tenants, licensees, guests, and
                  invitees  for  the  benefit  of the  Participants'  parcels  a
                  license over, upon, across, and with respect to any Facilities
                  as  appropriate  and  necessary  for access and ingress to and
                  egress  from  and  use  of the  Facilities,  subject  to  such
                  reasonable and uniformly  applied fees,  rules and regulations
                  as the  Association  may impose to assure  reasonable  use and
                  enjoyment of  Facilities  by all persons  entitled to such use
                  and enjoyment.

         (b)      ASCRP hereby grants to ASC Utah, for the benefit of ASC Utah's
                  parcels,  and ASC Utah hereby grants to ASCRP, for the benefit
                  of ASCRP's  parcels,  a license over, upon,  across,  and with
                  respect to any  Facilities  as  appropriate  and necessary for
                  access to, ingress to, and egress from the Resort  Property of
                  ASCRP  or ASC  Utah,  as the  case  may  be;  encroachment  by
                  improvements  caused by the settling,  rising,  or shifting of
                  earth;  and  horizontal and lateral  support of  improvements;
                  subject,  however, in the case of access, ingress, and egress,
                  to such reasonable and uniformly applied rules and regulations
                  as the  Association  may impose to assure  reasonable  use and
                  enjoyment of  Facilities  by all persons  entitled to such use
                  and enjoyment.


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         2.5  Utilities.

         (a)      Grant.  ASC Utah and ASCRP hereby grant to the Association and
                  the Participants on, below, and above Parcel 1 for the benefit
                  of the  Participants'  Parcels,  and the  Participants  hereby
                  grant to ASC Utah,  ASCRP,  and the Association on, below, and
                  above the Participants'  parcels, for the benefit of Parcel 1,
                  the right and  easement,  in common with  others,  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 parties
                  may deem reasonably necessary to service their properties (the
                  "Utility Lines")  including  without  limitation those for the
                  transmission  of  intelligence  by  electricity,   for  water,
                  electricity, telecommunications, gas, sewage, septic, sanitary
                  sewer,   and   drainage.   The   installation,   construction,
                  maintenance,   and  repair  of  the   Utility   Lines  by  the
                  Association  and/or the  Participants  shall not  unreasonably
                  interfere with the  development or continuing use of Parcel 1.
                  The installation, construction, maintenance, and repair of the
                  Utility Lines by ASC Utah, ASCRP, and/or the Association shall
                  not unreasonably  interfere with the development or continuing
                  use of the Participants' Parcels, nor shall such Utility Lines
                  interfere  with or be placed under any  existing  structure or
                  any structure  proposed to be  constructed.  The parties shall
                  use their  commercially  reasonable  efforts  to  install  the
                  Utility Lines so as not to adversely  impact the aesthetics of
                  the  surrounding  property and to minimize their impact on the
                  burdened  property  and shall repair  displaced  ground to its
                  former condition.


<PAGE>

         (b)      Location and Relocation. The location of easements for Utility
                  Lines shall be five (5) feet on each side of the centerline of
                  such Utility Lines as shown on the Plan, as such Utility Lines
                  may be expanded and amended  from time to time  pursuant to an
                  amendment to the Plan;  provided,  however,  that  existing or
                  future  improvements  may encroach within the easement area so
                  long as  there  is no  adverse  impact  upon  maintenance  and
                  operation  of the  Utility  Lines.  Each party  shall have the
                  right to relocate  the Utility  Lines  located on such party's
                  property  at its own  expense  provided  that  all  applicable
                  governmental  requirements  are  satisfied  and so long as any
                  such  relocation  does  not  unreasonably  interfere  with  or
                  disrupt the use of the easement by the benefited property. For
                  purposes of this  Agreement,  a temporary  impairment  of view
                  shall not constitute unreasonable interference.

         2.6  Easement  for  Ski  Trails,  Lifts,   Snowmaking  Equipment,   and
Appurtenances. The Participants,  ASCRP, and the Association hereby grant to ASC
Utah, for the benefit of Parcel 1, and for the benefit of any other land that is
or in the  future  becomes a part of the ski  resort  operated  on Parcel 1, the
right and easement to enter upon each Participant's  Parcel or any property they
own within Parcel 1 with persons and equipment for the purpose of  constructing,
maintaining,  using, locating,  relocating,  grooming, and repairing ski trails,
ski lifts and people movers, lift towers, trail identification signs, snowmaking
equipment,  pipes, hoses and hydrants,  and any necessary  appurtenances thereto
exclusive  of  areas  occupied  by  structures,   including   structures   under
construction  or  approved  for  construction  by the  Design  Review  Committee
pursuant  to Article 5 hereof;  provided,  however,  that the  exercise of these
easement  rights shall be at the sole  expense of ASC Utah,  and the exercise of
such easement rights shall not materially interfere with the use or occupancy of
ASCRP  as to its  property  within  Parcel  1 or the  Participants'  Parcels  by
Participants  or their guests and invitees.  Without  limiting the generality of
the foregoing,  the grant of easement herein includes  easements through the air
above the surface of the ground for ski lifts.  For purposes of this  Agreement,
any impairment of view shall not constitute a material  interference with use or
occupancy of the units.

         ASC Utah hereby agrees to allow tenants, licensees, guests and invitees
of ASCRP, the Association and the Participants to utilize ski trails constructed
and operated by ASC Utah on Parcel 1 and on the Participants' Parcels for access
to the ski area  located  on Parcel 1;  provided,  however,  that any use of ski
lifts, trails, or other skier facilities located on Parcel 1 by the Association,
or owners or occupants of the  Participants'  Parcels shall be on the same terms
and conditions as other patrons of the ski area,  including  without  limitation
payment  of any  access  fees or usual and  ordinary  ticket  prices of  general
application as determined by ASC Utah in its sole discretion.

         2.7  License  for  Signage.  ASC Utah  and  ASCRP  hereby  grant to the
Participants on Parcel 1, for the benefit of Participants'  Parcels,  a license,
for the  benefit  of the  Participants'  Parcels,  to  install,  construct,  and
maintain  signs  at  such  locations  as  are  approved  by the  Association  in
accordance with reasonable  signage  guidelines  adopted by the Association from
time to time. Prior to installation by the Participants of any sign on Parcel 1,
the design, colors, lighting, size, and exact location shall be presented to the
Design  Review  Committee  provided  for in  Article  V hereof  for its  written
approval.


<PAGE>

         2.8  Electrical  Power.  From  time to  time,  in  connection  with the
operation of certain  temporary  activities or events within the Resort Village,
the Association may be required to draw electrical power from one or more of the
Participants.  Each Member shall allow the Association to draw electrical  power
from  time  to  time  as  necessary  for  such  temporary  uses,  so long as the
Association pays fair market value for the electrical power so drawn and so long
as such Member has the ability to provide such power without  causing a negative
impact on such Member's operations.

         2.9 Temporary  License for Construction  and Maintenance.  ASC Utah and
ASCRP (for purposes of this Section 2.9,  collectively  "Grantors") hereby grant
to ASCRP, The Canyons Resort  Properties,  Inc., Grand Summit Resort Properties,
Inc.,  and any  Transferee of property from ASC Utah or ASCRP and their invitees
and contractors  (for purposes of this Section 2.9,  collectively  "Grantees") a
non-exclusive,  temporary license for  construction,  maintenance,  repair,  and
replacement ("Temporary Construction License") on, over, across and through that
portion of Grantors'  property located in the vicinity of Grantees'  parcels not
otherwise  presently  occupied by completed  structures  for the sole purpose of
ingress to and egress from Grantees'  parcels,  staging and temporary storage of
construction  equipment  and  materials,  and other  uses  directly  related  to
construction  and maintenance and management of construction  and maintenance on
Grantees'  parcels,  including without  limitation,  post-completion  repair and
warranty  work,  maintenance,  and repair and  replacement  of damaged  property
(collectively  the "Work"),  all at the risk and expense of Grantees.  The size,
configuration  and  dimensions  of the Temporary  Construction  License shall be
limited to that portion of Grantors'  property located  contiguous to and in the
vicinity of  Grantees'  parcels as is  reasonably  needed to complete  the Work.
Grantors  shall  have the  right to  request  that the  location  of the Work be
altered  to  accommodate  the  use of  Grantors'  property  provided  that  such
relocation does not  unreasonably  delay or interfere with the completion of the
Work.

         The Temporary  Construction License is non-exclusive and Grantees shall
conduct  their  activities  on, and otherwise  use, the  Temporary  Construction
License in such a manner so as not to unreasonably  interfere with Grantors' use
of their property or the operation of their businesses or Association business.

         Grantees  shall  repair  any and  all  damage  that  may be  caused  to
Grantors' parcels by reason of their use of the Temporary Construction Easement.
Grantees shall indemnify and hold Grantors and Grantors' contractors, employees,
officers,  trustees  and agents,  and the  Grantor  property  harmless  from and
against  all  claims of any  nature  that may arise  from  Grantees'  use of the
Temporary  Construction  Easement,  except  those claims that may arise from the
sole negligence of Grantors or their employees and agents.



                                   ARTICLE III

                     THE CANYONS RESORT VILLAGE ASSOCIATION


<PAGE>

         3.1  The  Canyons  Resort  Village  Association.  The  parties  to this
Agreement desire to delegate the management and operation of the rights, duties,
and obligations  arising under this Agreement with respect to the Resort Village
to the Association, which is a nonprofit corporation organized under the laws of
the State of Utah in accordance with the Articles of Incorporation and Bylaws to
be adopted by the  Association,  which will be consistent with the terms of this
Agreement.  In  consideration  of the  easements  granted in Article II and as a
condition of the continuation of such easements, the Participants and any Person
that succeeds to the interests of each of the Participants to such Participants'
Parcels  and any real  estate  interest  therein and ASC Utah and ASCRP shall be
Members of the Association.

         3.2  Purposes  and  Powers  of the  Association.  Except  as  otherwise
provided herein or in the Articles of Incorporation,  Bylaws, or the Development
Agreement,   the   Association   shall  have  all  the   powers,   duties,   and
responsibilities as are now or may hereafter be provided by this Agreement,  the
Articles of Incorporation,  the Bylaws, or the Development Agreement,  including
but not limited to the following:

         (a)      To make and enforce  all rules and  regulations  covering  the
                  operation and maintenance of the Resort Village.

         (b)      To engage the services of a manager,  accountants,  attorneys,
                  or other  employees  or  agents  and to pay to said  persons a
                  reasonable compensation therefor.

         (c)      To acquire,  own, lease,  operate,  build,  manage,  maintain,
                  rent, sell, develop, encumber, hold, and otherwise deal in and
                  with real and personal  property of every kind and  character,
                  tangible and intangible,  wherever  located,  and interests of
                  every sort therein; provided, however, that

                           (i)      the  Association  shall reimburse any Member
                                    who transfers,  leases,  or otherwise  makes
                                    available  to the  Association  property  on
                                    which  infrastructure or amenities are built
                                    by the Association,  the actual cost of such
                                    property to such Member  (including,  in the
                                    case  of  property  that  is  leased  by the
                                    Member, the proportionate share of all costs
                                    or   other   payments   under   such   lease
                                    associated with such property); and

                           (ii)     if the property used by the  Association for
                                    infrastructure  or amenities  was  initially
                                    entitled  to density  under the  Development
                                    Agreement, as amended, the Association shall
                                    reimburse  such Member the fair market value
                                    of  such   property,   unless  the  original
                                    density is transferred  to another  property
                                    owned or  controlled  by that Member and the
                                    value   of  the   transferred   density   is
                                    comparable to the original density, in which
                                    case the  Association  shall  reimburse  the
                                    Member  the  Member's  actual  cost  for the
                                    property.

         (d)      To acquire,  own, lease,  operate,  build,  manage,  maintain,
                  rent, sell, develop, encumber, hold, and otherwise deal in and

<PAGE>

                  with any Facilities including but not limited to buildings and
                  other structures;  daycare  facilities;  teen centers;  roads,
                  walkways,  streets, and pedestrian paths; parks,  playgrounds,
                  open  spaces,  gardens,  fountains,  common  areas and  public
                  areas;  amphitheaters  and other public  entertainment  areas;
                  utility   lines  and  systems;   outdoor   lighting   systems;
                  waterways;  landscaping,  including without limitation plants,
                  trees,  shrubs, and grass; a medical clinic; cross country ski
                  facilities; pedestrian, hiking, equestrian, and biking trails;
                  equestrian  facilities;  ice rinks;  swimming  pools,  saunas,
                  steam  baths,  and spas;  golf  courses and tennis  courts and
                  other game courts, game areas, and recreational amenities; and
                  such  improvements and equipment as may be appropriate for use
                  in connection  with the operation and  maintenance  of a world
                  class resort village.

         (e)      To determine and pay the expenses of the Association.

         (f)      To levy the Member Assessments, Retail Assessments,  Transient
                  Occupancy Assessments,  Real Estate Transfer Assessments,  and
                  such other  assessments  as are authorized  hereunder  against
                  Members as provided in this  Agreement  and in the Bylaws;  to
                  charge interest on unpaid  assessments and to collect charges,
                  fees, fines,  penalties,  and interest in accordance with this
                  Agreement  and the  Bylaws,  and to create and  enforce  liens
                  given as security for such assessments,  charges, fees, fines,
                  penalties, and interest.

         (g)      To grant  easements and licenses and to enter into  contracts,
                  deeds,  leases,  and/or other written instruments or documents
                  and to authorize  the  execution  and delivery  thereof by the
                  appropriate officers.

         (h)      To open bank accounts and designate the signatories therefor.

         (i)      To borrow funds or raise moneys for any of the purposes of the
                  Association and from time to time to execute, accept, endorse,
                  and  deliver  as  evidences  of such  borrowing,  all kinds of
                  instruments  and  securities,  including  but not  limited  to
                  promissory notes, drafts, bills of exchange,  warrants, bonds,
                  debentures,  property  certificates,  trust certificates,  and
                  other negotiable or  non-negotiable  instruments and evidences
                  of indebtedness,  and to secure the payment and performance of
                  such securities by mortgage on, or pledge,  conveyance,  deed,
                  or assignment in trust of, the whole or any part of the assets
                  of  the  Association,  real,  personal,  or  mixed,  including
                  contract  rights,  whether  at the  time  owned  or  hereafter
                  acquired.

         (j)      To enter into, make, amend,  perform, and carry out, or cancel
                  and   rescind,   contracts,    leases,   permits,   management
                  agreements,  and concession agreements for any lawful purposes
                  pertaining to its business.

         (k)      To make any guaranty with respect to securities, indebtedness,
                  notes,  interest,  contracts,  or other obligations created by
                  any individual, partnership, association, corporation or other

<PAGE>

                  entity,  and to secure such guaranties by encumbrance upon any
                  and all assets of the  Association,  to the  extent  that such
                  guaranty  is made in  pursuance  of the  purposes  herein  set
                  forth.

         (l)      To lend  money for any of the  purposes  above set  forth;  to
                  invest  its funds from time to time and take and hold real and
                  personal  property as security  for payment of funds so loaned
                  or invested.

         (m)      To promote  and market  the  Resort  Village as a  world-class
                  destination resort.

         (n)      To bring, prosecute,  and settle litigation for itself and the
                  Resort Village.

         (o)      To  obtain  insurance  for the  Association  with  respect  to
                  workers'  compensation,   general  liability,  and  any  other
                  insurance  it deems  necessary or  appropriate  to protect the
                  Members and the Association.

         (p)      To  repair  or  restore  any  Facilities  following  damage or
                  destruction or a permanent  taking by the power of or power in
                  the nature or  eminent  domain or by an action or deed in lieu
                  of condemnation.

         (q)      To keep adequate  books and records and implement the policies
                  and  procedures for the inspection of the books and records of
                  the Association by Members in accordance with the terms of the
                  Bylaws.

         (r)      To prepare,  adopt,  amend, and disseminate  budgets and other
                  information  from time to time in accordance with the terms of
                  the Bylaws.

         (s)      To grant easements and rights of way over the Facilities owned
                  or leased by the  Association  and to approve  signage for the
                  Resort  Village  and enter into  contracts  with a  management
                  entity and other  entities.  Such  contracts  may, among other
                  things,  obligate the Association to pay assessments and other
                  costs  associated  with the  maintenance  of  Facilities  that
                  benefit the Association.

         (t)      Subject to applicable law, to delegate to a manager by written
                  agreement all of the powers,  duties, and  responsibilities of
                  the Association referred to in this Agreement.

         (u)      To convey or  subject  to a mortgage  all  property  owned and
                  rights held by the Association,  including without  limitation
                  Facilities  and  Assessments;  provided,  however,  that  such
                  actions  shall not impair or affect  the rights and  easements
                  established under Article 2 of this Amended Agreement.

         (v)      To organize and sponsor events.

         (w)      To operate or  participate in a  transportation  system within
                  the Resort  Village and in  connection  therewith to purchase,
                  construct,   own,  or  lease  and  maintain  and  repair  such

<PAGE>

                  roadways,  walkways,  conveyors, Resort Village transportation
                  lifts, people movers,  rail transport,  buses, other vehicles,
                  and parking lots or parking  structures as may be necessary or
                  convenient for the operation of the Resort Village. To operate
                  or participate  in a  transportation  system  between  various
                  parts of the Park City,  Kimball Junction,  and Salt Lake City
                  area and/or  between the Resort Village and other parts of the
                  United States and other areas, and in connection  therewith to
                  enter into special fare program commitments with airlines, own
                  or  lease  such  buses,  rail  transport,  aircraft,  or other
                  vehicles as may be necessary or  convenient  for  operation of
                  the Resort  Village,  and  provide for their  maintenance  and
                  repair.

         (x)      To provide,  or to enter into  agreements  with third  parties
                  pursuant  to which  such  third  parties  may  provide,  cable
                  television, telecommunications,  electronic communications, or
                  telephone  services,  or any service capturing,  creating,  or
                  transmitting  television,  telephone,  telecommunications,  or
                  electronic   communications   signals,   and   in   connection
                  therewith, to approve or prohibit the placement of appropriate
                  satellite  dishes,  antennae,  or other similar equipment with
                  the Resort Village.

         (y)      To construct,  acquire,  lease, operate,  manage, and maintain
                  parking  facilities  within the  Resort  Village  for  general
                  resort guest utilization.

         (z)      To establish  charges for use of  Facilities  and Functions to
                  assist the  Association  in offsetting  the costs and expenses
                  attributable  to the  use of  Facilities;  provided  that  all
                  charges established shall be reasonable and shall be uniformly
                  applied with the exception that such charges may differentiate
                  between  Member  classifications  and  each  Member  shall  be
                  obligated to and shall pay any such charges for use.

         (aa)     To provide for the care, operation,  management,  maintenance,
                  repair, and replacement of the Facilities.

         (bb)     To pay all costs imposed by, associated with, or incurred as a
                  result of the Development  Agreement or other federal,  state,
                  or local governmental  laws, rules, or regulations,  including
                  without limitation costs of benchmarking, studies, consultants
                  fees and costs, and performance costs.

         (cc)     To do everything necessary, suitable, convenient, or desirable
                  for the accomplishment of any of the purposes,  the attainment
                  of any of the objects, or the furtherance of any of the powers
                  set forth in this  Agreement,  either  alone or in  connection
                  with other corporations,  firms, or individuals, and either as
                  principal or agent, and to do every act or thing incidental or
                  appurtenant  to, or growing out of, or  connected  with any of
                  the aforesaid objects, purposes, or powers.

         (dd)     To provide for the  reimbursement  to ASCRP of the development
                  cost charges  already  incurred by ASCRP in the development of
                  the Resort Village, as set forth in Section 4.9 hereof.


<PAGE>

         (ee)     To act in accordance with the  requirements of the Development
                  Agreement and to ensure compliance therewith.

         3.3 Certain Obligations and Rights of the Association.  The obligations
and rights of the Association include, but are not limited to, the following.

         (a)      Events.  The  Association  may  organize  and sponsor  events,
                  including   without   limitation    theatrical   and   musical
                  performances,  sporting events and  exhibitions,  performances
                  and   displays  by  local   artists,   and  other  events  and
                  exhibitions.

         (b)      Property Maintenance  Function.  The Association shall provide
                  for the care, operation, management,  maintenance, repair, and
                  replacement of all Facilities.  This obligation shall include,
                  without  limitation,  (i)  ensuring  that the  Facilities  are
                  adequately lighted; (ii) maintaining the parking areas, walks,
                  trails,  drives,  malls,  stairs,  street  furniture,  and any
                  resort   transportation,    ice   rink,   forum,   and   other
                  infrastructure,  and similar  Facilities in consistently  good
                  condition  and  attending  to the  removal  of  snow  and  the
                  application of sand and salt as is necessary for the customary
                  use and enjoyment of such  Facilities;  (iii) attending to the
                  maintenance  of  the  open  spaces  of  the  Resort   Village,
                  including  public spaces and unimproved  areas,  and providing
                  care for the plants,  trees,  shrubs,  and other vegetation in
                  the  Resort  Village  up to the lot  lines  of the  individual
                  buildings  within  the  Resort  Village;   and  (iv)  plowing,
                  sanding,  salting, and cleaning any roads and sidewalks within
                  the Resort Village.

         (c)      Rules and  Regulations.  The Association may make,  amend, and
                  enforce  rules and  regulations  applicable  within the Resort
                  Village with respect to any of the Facilities,  operations, or
                  Functions  as  a  part  of  the  Resort  in  addition  to  the
                  restrictions  contained in Article VI hereof,  including,  but
                  not limited to, rules and regulations:

                  (i)      to prevent or reduce fire hazard;

                  (ii)     to regulate signs;

                  (iii)    to regulate use of any and all Facilities;

                  (iv)     to assure fullest  enjoyment of use of the Facilities
                           by the persons entitled to enjoy and use the same;

                  (v)      to protect and preserve property and property rights;

                  (vi)     to  promote  the  economic  viability  of the  Resort
                           Village; and

                  (vii)    to reasonably regulate the hours of operation for all
                           commercial operations.


<PAGE>

                  (viii)   To ensure that buildings are built in accordance with
                           the    architectural    guidelines    as   developed,
                           administered,  and enforced  from time to time by the
                           Board of Trustees of the Association or its designee.

                  All rules and regulations  adopted by the Association shall be
                  reasonable and shall be uniformly applied. The Association may
                  provide  for  enforcement  of any such  rules and  regulations
                  through exclusion of violators from Facilities, or otherwise.

         (d)      Security.  The Association may, but shall not be obligated to,
                  provide  security  within  some  portion  or all of the Resort
                  Village.

         (e)      Marketing.   The   Association  may  provide  a  suitable  and
                  continuing   program  to  promote  the  Resort  Village  as  a
                  desirable year-round destination, including but not limited to
                  stimulating  participation in and  coordinating  major events;
                  ongoing Resort Village  programming;  advertising  and placing
                  articles in news  media;  publishing  brochures;  establishing
                  uniform  standards  for  promotional  programs  of  individual
                  Members;   involvement   in  lecture   tours  and  ski  shows;
                  encouraging   responsible   groups  to  hold  conferences  and
                  meetings within the Resort Village, and selling, coordinating,
                  and  negotiating  arrangements  and  accommodations  for  such
                  groups;  conducting tour operations;  publishing a newsletter;
                  providing and operating reception and information centers; and
                  such other activities as may be necessary or desirable for the
                  promotion  of  the  Resort   Village  as   determined  by  the
                  Association in its discretion. The Association may promote the
                  Resort village in conjunction with or through any organization
                  that may be engaged in the promotion of  snow-related or other
                  sports and may pay its fair share of the costs and  expense of
                  promotional activities of any such organization.

         (f)      Members'  Enjoyment of Functions and  Facilities.  Each Member
                  shall be entitled to use and enjoy any Facilities suitable for
                  general use or the services provided by any Functions,  and to
                  grant  licenses  for such use and  enjoyment  to its  tenants,
                  guests,  and  invitees  subject to such  reasonable  rules and
                  regulations that the Association may adopt and subject to such
                  reasonable and uniformly  applied charges that the Association
                  may impose to offset  costs and  expenses,  depreciation,  and
                  capital expenses,  subject to the provisions of this Agreement
                  and subject to the following specific limitations. All charges
                  established  under this section shall be reasonable  and shall
                  be  uniformly  applied,  and each Member shall be obligated to
                  and  shall pay any such  charges  for use.  There  shall be no
                  obstruction  of any Facilities nor shall anything be stored in
                  or on any part of any  Facilities  without  the prior  written
                  consent of the  Association.  Nothing shall be done or kept on
                  or in any Facility  that would result in the  cancellation  of
                  the  insurance  or any part thereof  that the  Association  is
                  required to maintain  pursuant to this  Agreement  or increase
                  the rate of the  insurance  or any part  thereof over what the
                  Association,  but for such  activity,  would pay,  without the
                  prior  written  consent of the  Association.  Nothing shall be
                  done  or  kept  on or in  such  Facilities  that  would  be in
                  violation of any statute, rule, ordinance, regulation, permit,

<PAGE>

                  or other  requirement of any governmental  body. No damage to,
                  or waste of,  Facilities  shall be committed,  and each Member
                  shall indemnify and hold the Association and the other Members
                  harmless  against all loss  resulting  from any such damage or
                  waste caused by such Member.

         (g)      Employee Housing. The Association may provide employee housing
                  for  Resort   Village   employees.   In  the  event  that  the
                  Association  constructs employee housing,  the Mountain Member
                  shall  contribute to the costs of construction of such housing
                  in an  amount  proportionate  to the  projected  use  of  such
                  housing by  employees  of the  Mountain  Member at the time of
                  construction.

         (h)      Other  Functions.  The  Association  may undertake  such other
                  Functions and activities as may be necessary or convenient for
                  the  operation of the Resort  Village,  as  determined  by the
                  Association in its discretion,  including  without  limitation
                  providing cooperative purchasing services, telephone answering
                  service,   warehousing  and  delivery  services,  and  central
                  laundry service for some or all Members.

         3.4 Membership in the Association. There shall be one membership in the
Association  attributable to fee simple title  ownership,  timeshare  ownership,
club ownership,  or Long Term Lease (where "Long Term Lease" means a lease of 25
years or more) of each  Resort  Property  within  the  Resort  Lands.  Each such
membership  shall be  appurtenant  to the fee simple  title,  timeshare  or club
ownership  to such Resort  Property or Long Term Lease of such Resort  Property.
The owner of a Resort  Property,  or lessee  under a Long Term Lease of a Resort
Property,  shall  automatically  be the holder of the membership  appurtenant to
that Resort  Property.  Each owner of a Resort  Property or lessee  under a Long
Term Lease of a Resort Property shall  automatically be entitled to the benefits
and subject to the burdens  relating to the membership for that Resort Property.
If fee simple title to, or timeshare or club ownership of, a Resort  Property is
held by more than one person or  entity,  or if a Long Term Lease is in the name
of more than one person or entity,  the  membership  appurtenant  to that Resort
Property or Long Term Lease  shall be shared by all such  persons or entities in
the same  proportionate  interest  as such  ownership  or  Lease  of the  Resort
Property is held.

         3.5  Classes  of  Membership.  The  Association  shall have the two (2)
classes of voting membership set forth below:

     Class A: The  Class A  Members  shall be  American  Skiing  Company  Resort
Properties, Inc. or its successors or assigns and the Mountain Member.

         Class B: The Class B Members shall be the  memberships  attributable to
the Resort  Property  in The Canyons  SPA Zone  District  other than the Class A
Members.  Each Class B Member at the time this Agreement is recorded shall pay a
one-time  fee  of  $1,500  (One  Thousand  Five  Hundred   Dollars)  toward  its
representative's fees and costs in negotiating and drafting this Agreement.

         3.6 Board of Trustees.


<PAGE>

         (a)      Appointment  and Election.  The control and  management of the
                  Association  and the  disposition  of its funds  and  property
                  shall be vested in a  seven-member  Board of Trustees who need
                  not be  Members  of the  Association.  Members  shall have the
                  right to elect Trustees as follows:

                  (i)      Class B Members  shall have the right to elect  three
                           (3) members of the Board of Trustees,  who shall hold
                           office for terms of two (2) years each.  Each Class B
                           Member  shall be entitled to one vote per square foot
                           of density allocated to such Member's Resort Property
                           by the Development Agreement. Cumulative voting shall
                           not be permitted.


                  (ii)     The Class A Members shall appoint four (4) members of
                           the Board of  Trustees,  who shall hold  office for a
                           term  of  two   years   each.   Notwithstanding   the
                           foregoing,  at such time as certificates of occupancy
                           have  been  issued  for  75%  of the  square  footage
                           authorized   to  be   constructed   pursuant  to  the
                           Development  Agreement,  the  Class  A  Member  shall
                           thereafter only appoint three members of the Board of
                           Trustees,  and the Class A Trustees, on one hand, and
                           the Class B Trustees,  on the other,  shall  together
                           unanimously appoint a remaining at-large Trustee, who
                           shall  serve for a term of two  years.  The  at-large
                           Trustee appointed  pursuant to the preceding sentence
                           shall be first  appointed  at the  first  regular  or
                           special  meeting of the Board of Trustees  held after
                           the Class A Member becomes authorized to appoint only
                           three  Trustees as provided  above.  Thereafter,  the
                           Trustees  other  than  the  at-large   Trustee  shall
                           appoint the at-large Trustee every two years.

                  (iii)    Any of the Trustees may serve for  consecutive  terms
                           if so appointed or elected.

                  (iv)     The Trustees shall serve without compensation.

                  Members  shall have no voting  rights  other than the right to
                  elect  members of the Board of  Trustees  as set forth in this
                  Section 3.6.

         (b)      Resignations, Vacancies. Any trustee may resign at any time by
                  giving written notice to the president or the secretary of the
                  Association.  Such  resignation  shall take effect at the time
                  specified,   and  unless  otherwise  specified  therein,   the
                  acceptance of such resignation  shall not be necessary to make

<PAGE>

                  it effective.  Any vacancy  occurring in the Board of Trustees
                  by reason of  resignation  or death of any trustee  elected by
                  Class B Members  may be filled  by the  affirmative  vote of a
                  majority  of the Class B Trustees  then in office,  though not
                  less  than a quorum.  Any  vacancy  occurring  in the Board of
                  Trustees  by reason  of  resignation  or death of any  trustee
                  appointed by the Class A Member shall be filled by appointment
                  by the Class A Member.  Any trustee  elected or  appointed  to
                  fill any  vacancy in the Board of  Trustees  shall serve until
                  the expiration of the term of his or her predecessor.

         (c)      General  Powers.  The  Board of  Trustees  shall  have and may
                  exercise  all the  powers  of the  Association  except  as are
                  expressly  conferred  upon the Members by law, the Articles of
                  Incorporation,  or the Bylaws,  or this Agreement as from time
                  to time in force and effect; provided,  however, that he Board
                  of Trustees shall at no time be empowered to authorize any act
                  or omission that would place the Association in default of the
                  Development Agreement.

                  Prior to the time the  Class A Member  becomes  authorized  to
                  appoint  only  three  Trustees  as  provided  in  subparagraph
                  (a)(iii) above, the following restrictions apply:

                  (i) The  Board of  Trustees  may not  take any of the  actions
                  listed  below  without  obtaining  approval of five (5) of the
                  seven (7) Trustees:

                           A.  increase or decrease  the rate of the Real Estate
                           Transfer  Assessment,  the Retail Assessment,  or the
                           Transient Occupancy  Assessment,  and after the first
                           three  years  of  the  Association's  existence,  the
                           Annual Member Assessment, all as defined in Article 4
                           of this Agreement;

                           B. authorize a single purpose  capital  commitment of
                           over $5,000,000  (Five Million  Dollars),  other than
                           for the golf course or the Association's contribution
                           to the people mover or to the parking garage,  all of
                           which are  contemplated by the Development  Agreement
                           and described in further detail therein; or

                           C.  lend  or  advance  money  or sell  or  lease  any
                           property  or right of the  Association  other than in
                           the ordinary course of business.

                  (ii) Approval of six of the seven  Trustees  shall be required
                  for the  material  alteration,  repeal,  or  amendment  of the
                  articles of incorporation or bylaws of the association;

                  (iii) Unanimous approval of the Trustees shall be required for
                  the following acts by the Trustees:

                           A. the  implementation  of any assessment  other than
                           the Annual Member Assessment, the Transient Occupancy
                           Assessment, the Retail Assessment, or the Real Estate
                           Transfer Assessment;

                           B. the merger,  dissolution,  or  liquidation  of the
                           Association,   which  is  also   subject   to  County
                           approval.


<PAGE>

         (d)      Regular  Meetings.  Regular  meetings of the Board of Trustees
                  may be held  without  call or  formal  notice  at such  places
                  within  the State of Utah,  and at such times as the Board may
                  from  time  to time by vote  determine.  Any  business  may be
                  transacted at a regular meeting.  Until further determination,
                  the regular  meeting of the Board of Trustees for the election
                  of officers and for such other business as may come before the
                  meeting may be held without call or formal notice  immediately
                  after,  and at the  same  place  as,  the  annual  meeting  of
                  Members.

         (e)      Special  Meetings.  Special  meetings of the Board of Trustees
                  may be held at any place  within  Utah at any time when called
                  by the president,  or by two or more  trustees,  upon at lease
                  three days prior  notice of the time and place  thereof  being
                  given to each  Trustee by leaving  such notice with him or her
                  at his or her  residence  or usual  place of  business,  or by
                  mailing or  telegraphing  it prepaid,  and  addressed  to such
                  Trustee at his or her post office address as it appears on the
                  books  of  the  Association,  or  by  telephone  or  facsimile
                  transmission. Notices shall state the purposes of the meeting.
                  No notice of any  adjourned  meeting of the Trustees  shall be
                  required.

         (f)      Quorum.  Prior to the appointment of the at-large  Trustee,  a
                  minimum  of three  Class A  Trustees  and two Class B Trustees
                  shall  constitute a quorum;  and after the  appointment of the
                  at-large  Trustee,  a majority of the number of Trustees fixed
                  by the Bylaws shall constitute a quorum for the transaction of
                  business.  A lesser  number  than the quorum may  adjourn  any
                  meeting  from time to time.  When a quorum is  present  at any
                  meeting,  a majority  of the  Trustees  in  attendance  shall,
                  except  where a  larger  number  is  required  by law,  by the
                  Articles of  Incorporation,  the Bylaws,  or this Agreement as
                  from time to time in force and  effect,  decide  any  question
                  brought before such meeting.

         (g)      Waiver of  Notice.  Before,  at, or after any  meeting  of the
                  Board of Trustees,  any Trustee may, in writing,  waive notice
                  of such meeting and such waiver shall be deemed  equivalent to
                  the  giving of such  notice.  Attendance  by a Trustee  at any
                  meeting of the Board shall be a waiver of notice by him or her
                  except  when a Trustee  attends  the  meeting  for the express
                  purpose of objecting to the  transaction  of business  because
                  the meeting is not lawfully called or convened.

         (h)      Informal Action by Trustees.  Any action required or permitted
                  to be taken at a meeting of the Trustees may be taken  without
                  a meeting if a consent in writing, setting forth the action so
                  taken, shall be signed by all of the Trustees entitled to vote
                  with respect to the subject matter thereof. Such consent shall
                  have the same  force  and  effect as a  unanimous  vote of the
                  Trustees.

         (i)      Presence at Meetings. Any Trustee may participate in a regular
                  or  special  meeting  of the Board of  Trustees  by,  and such
                  meeting  may be  conducted  through  the use of,  any means of
                  communication  by which all  Trustees  participating  may hear

<PAGE>

                  each other during the meeting.  A Trustee  participating  in a
                  meeting by this means is deemed to be present in person at the
                  meeting.

         (j)      Dispute Resolution.  The Board shall first exhaust all efforts
                  to avoid  disputes over the  interpretation  or enforcement of
                  this  Agreement.  In the event  that an  impasse  occurs,  the
                  Trustees shall vote on the appointment of a mediator, and if a
                  mediator  is  approved  by five of the  seven  Trustees,  such
                  mediator  shall  be  appointed  and  empowered  to  render  an
                  enforceable resolution.

         (k)      The  Board  of  Trustees  shall  owe a  fiduciary  duty to all
                  Members in accordance with Utah law.

         3.7      Annual Meeting.

         (a)      Annual  Meeting.  The annual  meeting of the Members  shall be
                  held at a place in the Resort Village  designated by the Board
                  of Trustees the first Saturday of November in each year, or at
                  such other date  designated by the Board of Trustees,  for the
                  purposes  of  electing  Trustees.  The  purpose  of the annual
                  meeting shall be to elect Trustees and for such other purposes
                  as the Board of Trustees shall determine.

         (b)      Quorum.  Except  as  otherwise  provided  in the  Articles  of
                  Incorporation  or the  Bylaws,  the  presence  in person or by
                  proxy of Members of a class who are entitled to vote more than
                  20  percent of the total  votes for the  Members of such class
                  shall  constitute  a quorum for such class for the election of
                  members of the Board of Trustees.

         (c)      Proxies.  Votes may be cast in person or by proxy. Every proxy
                  must be  executed  in writing by the Member or his or her duly
                  authorized attorney in fact. No proxy shall be valid after the
                  expiration  of eleven  months from the date of its  execution,
                  and every proxy shall  automatically cease at such time as the
                  Member  granting the proxy no longer  qualifies as a Member in
                  the class of membership for which vote the proxy was given.

         (d)      Majority  Vote.  At the annual  meeting,  if a class quorum is
                  present,  the  affirmative  vote of a  majority  of the  votes
                  represented  at the meeting,  in person or by proxy,  shall be
                  the act of the  Members  of such  class  unless  the vote of a
                  greater   number  is   required  by  law,   the   Articles  of
                  Incorporation, or the Bylaws as from time to time in force and
                  effect.

         3.8      Officers of the Association.

         (a)      Officers.  The Board of Trustees  shall  appoint the following
                  officers  of  the  Association,  which  officers  need  not be
                  members of the Board of  Trustees:  a  president,  one or more

<PAGE>

                  vice presidents,  a secretary,  and a treasurer.  The Board of
                  Trustees may appoint such other officers,  assistant officers,
                  committees,  and  agents  as  it  may  consider  necessary  or
                  advisable,  who shall  hold their  offices  for such terms and
                  have offices,  except that no person may  simultaneously  hold
                  the offices of president and secretary.

         (b)      Removal of Officers. Upon an affirmative vote of a majority of
                  the voting  members of the Board of Trustees,  any officer may
                  be  removed,  either  with or without  cause,  and a successor
                  appointed  at any regular  meeting of the Board of Trustees or
                  at any special meeting of the Board called for such purpose.

         (c)      Vacancies. A vacancy in any office, however occurring,  may be
                  filled by the Board of Trustees for the  unexpired  portion of
                  the term.

         (d)      President.  The president shall be the chief executive officer
                  of the  Association.  He or she  shall  have the  general  and
                  active control of the affairs and business of the  Association
                  and  general   supervision  of  its  officers,   agents,   and
                  employees.

         (e)      Vice   Presidents.   The  vice  presidents  shall  assist  the
                  president  and shall perform such duties as may be assigned to
                  them by the  president  or by the  Board of  Trustees.  In the
                  absence of the president, the vice president designated by the
                  Board of  Trustees  or (if  there  shall  be no such  writing)
                  designated in writing by the  president  shall have the powers
                  and perform the duties of the president.

         (f)      Secretary.  The secretary  shall:  (i) keep the minutes of the
                  proceedings of the Members and the Board of Trustees; (ii) see
                  that  all  notices  are  duly  given  in  accordance  with the
                  provisions of this  Agreement and the Bylaws,  the Articles of
                  Incorporation,  and as required by law;  (iii) be custodian of
                  the  corporate  records;  keep at the  Association's  office a
                  record containing the names and addresses of all Members,  the
                  designation  of the  Resort  Property  owned or leased by each
                  Member,  and, if such Resort  Property  is  mortgaged  and the
                  mortgagee has given the Association  notice thereof,  the name
                  and  address of the  mortgagee;  (v) in  general,  perform all
                  duties  incident  to the  office of  secretary  and such other
                  duties as from time to time may be  assigned  to him or her by
                  the president or by the Board of Trustees.

         (g)      Treasurer.  The  treasurer  shall be the  principal  financial
                  officer of the Association and shall have the care and custody
                  of all funds, securities,  evidences of indebtedness and other
                  personal  property of the  Association  and shall  deposit the
                  same in  accordance  with  the  instructions  of the  Board of
                  Trustees.  The  treasurer  shall receive and give receipts and
                  acquittances for moneys paid in on account of the Association,
                  and shall pay out of the  funds on hand all  bills,  payables,
                  and other just debts of the  Association  of whatever  nature.
                  The treasurer  shall perform all other duties  incident to the
                  office  of the  treasurer  and upon  request  of the  Board of
                  Trustees,  give the  Association  a bond in such sums and with
                  such  sureties  as  shall  be   satisfactory   to  the  Board,

<PAGE>

                  conditioned upon the faithful performance of his or her duties
                  and for  the  restoration  to the  Association  of all  books,
                  papers,  vouchers,  money, and other property or whatever kind
                  in the  treasurer's  possession  or under  his or her  control
                  belonging to the  Association.  The treasurer  shall have such
                  other powers and perform such other duties as may be from time
                  to time prescribed by the Board of Trustees or the president.

         3.9 Assignment of Rights or  Obligations  to a Lessee.  An owner of fee
simple  title to a Resort  Property  may assign to a lessee under a lease with a
term of 25 years or less all (but not less than all) of such owner's  rights and
obligations  under this Agreement as a Member in the Association,  and may enter
into an  arrangement  with such  lessee  under  which the lessee  shall agree to
assume  all  of  such  Member's  obligations   hereunder  as  a  Member  of  the
Association.  The  Association  shall  recognize  any such  lease or  assignment
provided  that, to be effective with respect to the  Association,  such lease or
assignment shall be in writing, shall be in terms deemed satisfactorily specific
by the  Association,  and a copy thereof shall be filed with and approved by the
Association.  Notwithstanding  the  foregoing,  no Member  shall be permitted to
relieve himself or herself of the ultimate responsibility for fulfillment of all
obligations  hereunder  of a Member  arising  during  the  period she or he is a
Member.

          3.10    Limitation of Liability of Board of Trustees.

         (a)      The members of the Board of Trustees,  the  officers,  and any
                  assistant  officers,  agents, and employees of the Association
                  (i) shall not be liable to the Members of the Association as a
                  result  of  their  activities  as  such  for  any  mistake  or
                  judgment,  negligence,  or  otherwise,  except  for  their own
                  willful  misconduct or bad faith;  (ii) shall have no personal
                  liability  in contract to a Member of the  Association  or any
                  other person or entity  under any  agreement,  instrument,  or
                  transaction  entered into by them on behalf of the Association
                  in  their  capacity  as such;  (iii)  shall  have no  personal
                  liability  in tort to any  Member  of the  Association  or any
                  person  or  entity,  direct  or  imputed,  by  virtue  of acts
                  performed  by them,  except  for their own  willful  or wanton
                  misfeasance,  gross  negligence,  or bad  faith,  nor for acts
                  performed for them in their  capacity as such;  and (iv) shall
                  have no personal  liability arising out of the use, misuse, or
                  condition of the Resort Village or the  Facilities  that might
                  in any way be assessed  against or imputed to them as a result
                  for by virtue of their capacity as such.

         (b)      If a member of the Board of Trustees is sued for liability for
                  actions undertaken in his or her role as a member of the Board
                  of Trustees,  the Association shall indemnify such Trustee for
                  such  Trustee's  losses or claims,  and undertake all costs of
                  defense, until and unless it is proven that such Trustee acted
                  with willful or wanton  misfeasance or with gross  negligence.
                  After such proof,  the Association is no longer liable for the
                  cost of defense,  and may recover costs already  expended from
                  the Trustee who so acted. Members of the Board of Trustees are
                  not  personally  liable to the victims of crimes  occurring in
                  the Resort  Village.  Punitive  damages  may not be  recovered
                  against the  Association,  but may be  recovered  from persons
                  whose activity gave rise to the damages.

         3.11 Right to Dispose of Facilities.  The  Association  shall have full
power and authority to sell, lease, grant rights in, transfer, provide exclusive

<PAGE>

or limited access to, encumber,  abandon,  or dispose of any Facilities owned by
the  Association in the operation and management of the Village,  other than any
property on Participants' Parcels.

         3.12  Governmental  Successor.  Any of the Facilities and any Functions
carried out by the Association may be turned over to a governmental  entity that
is willing to accept and assume the same under the terms and  conditions of this
Agreement.

                                   ARTICLE IV

                                   ASSESSMENTS

         4.1  Obligation to Pay  Assessments.  Each Member,  in exchange for the
easements and other benefits  conferred by this Agreement,  covenants and agrees
to pay to the Association  the Annual Member  Assessments,  Retail  Assessments,
Transient  Occupancy  Assessments,  and Real  Estate  Transfer  Assessments  and
charges, fines, penalties, or other amounts to be levied, fixed, established and
collected  as set forth in this  Agreement  and the  Articles of  Incorporation,
Bylaws,  and rules and  regulations  of the  Association as from time to time in
force and effect.

         4.2  Purpose of  Assessments.  The  assessments  levied and any charge,
fine,  penalty,  or other  amount  collected  by the  Association  shall be used
exclusively  to pay expenses that the  Association  may incur in performing  any
actions   permitted  or  required  under  this  Agreement  or  its  Articles  of
Incorporation or Bylaws as from time to time in force and effect,  including but
not limited to operating expenses and the costs of acquiring,  constructing, and
purchasing  Facilities  and  performing  Functions.  This  Section 4.2 shall not
prohibit  the  Association  from  establishing  appropriate  reserves  to defray
anticipated expenses and investing all excess cash in a prudent manner.

         4.3 Annual Member Assessments. The Association shall initially levy and
collect  from  each  member an  Annual  Member  Assessment.  The  Annual  Member
Assessment  shall be set at the  initial  rate of $.40 per  square  foot for the
first three years of the Association's  operation for all developed improvements
to property that are substantially complete;  thereafter,  the Board of Trustees
shall review the Annual Member  Assessment rate and shall adjust it to the level
necessary to maintain the Resort Village.

         (a)      All Annual  Member  Assessments  to be levied  shall be levied
                  monthly in  advance  or at such other time as the  Association
                  may decide and shall be payable  within thirty (30) days after
                  being levied,  and each such assessment not paid within thirty
                  (30) days of the date (the "Levy Date"),  which is the date of
                  mailing of notice of the  assessment,  shall  accrue  interest
                  until fully paid at 5% (five  percent) per annum over the rate
                  of interest  announced from time to time by BankBoston,  N.A.,
                  as its "prime rate" for commercial  loans; such interest shall
                  be  payable  on  demand  computed  monthly,   and  if  unpaid,
                  compounded monthly,  not in advance, at the rate so calculated
                  as of thirty (30) days after the Levy Date,  and all  accruing
                  interest  shall become a part of the  assessment due and owing
                  to the Association.  All other amounts owed to the Association
                  shall bear interest at the same rate calculated and payable in
                  the same manner.


<PAGE>

         (b)      The  Annual  Member  Assessments  shall  be  used  solely  for
                  maintenance of the Resort Village, either for that budget year
                  or as a sinking fund for future  maintenance or replacement of
                  worn facilities.

         4.4      Retail Assessments.

         (a)      The  Association   shall  levy  upon  and  collect  from  each
                  Commercial  Resort  Property  Member  in  the  Association  an
                  assessment which shall be known as a "Retail Assessment," with
                  respect to (a) all sales of tangible personal property made by
                  such Member or made, consummated, conducted, or transacted at,
                  from,  in  connection  with,  or in any way  arising out of or
                  associated  with such Member's  Resort  Property,  and (b) all
                  sales of  services,  including  but not  limited to  equipment
                  rental  made,  performed,  or rendered by or on behalf of such
                  Member  within the  Resort  Village  that are  subject to Utah
                  state  sales tax  pursuant  to Utah Code  Annotated  59-12-101
                  ("Utah Sales Tax"),  excluding,  however,  any lodging rentals
                  and any other exclusions from and conditions to the definition
                  of Commercial  Resort  Property Member in Sections 1.6 and 1.7
                  above.  The  Retail  Assessment  rate  shall be 2.5%  (two and
                  one-half  percent),  with the  exception  that  for  temporary
                  tenants  during the period  through March 31, 2000, the Retail
                  Assessment   rate  shall  be  1%  (one   percent).The   Retail
                  Assessment  shall be  applied  an amount in  addition  to, and
                  shall be applied to the price or charge of, any transaction as
                  described above. The Retail Assessment rate may be adjusted by
                  the Board after  three  years as  provided  in Section  3.6(c)
                  herein.  Retail  Assessments  shall  not  apply  to any  gross
                  receipts from sales in connection with (i) any event sponsored
                  by  the  Association,  or  (ii)  any  event  sponsored  by  an
                  organization  exempt  from  Utah  Sales  Tax,  but only to the
                  extent  such  gross  receipts   relate  to  purchases  by  the
                  organization  for  official  organization  business  that  are
                  therefore exempt from Utah Sales Tax.

         (b)      The Retail  Assessments  due with respect to a Member's Resort
                  Property shall be due and payable to the Association,  without
                  notice by the  Association,  each time and at such time as the
                  Utah Sales  Taxes  associated  with such Resort  Property  are
                  required  to be  remitted  or paid to the State of Utah.  Each
                  such Member  shall also  deliver to the  Association,  without
                  notice from the  Association,  true and correct  copies of all
                  written   reports,   returns,    statements,    records,   and
                  declarations,  including any supplements or amendments thereto
                  (collectively,  the "Sales  Reports")  made or provided to the
                  State of Utah with respect to transactions occurring at, from,

<PAGE>

                  in connection with, or in any way arising out of such Member's
                  Resort  Property  under the  provisions  of the Utah Sales Tax
                  Act,  at such time as such Sales  Reports  are  required to be
                  made to the  State of  Utah.  If any  subsequent  adjustments,
                  additions,  or  modifications  are made to any Utah  Sales Tax
                  remitted  or  paid  or  Sales  Report  made  with  respect  to
                  transactions occurring at, from, in connection with, or in any
                  way arising out or such Member's  Resort Property to the State
                  of Utah, such Member shall within 30 days thereafter so notify
                  the  Association  and provide it with true and complete copies
                  of all  Sales  Reports  or other  written  material  issued or
                  received  by  such  Member  with  respect   thereto.   If  any
                  adjustment  increases the amount of Utah Sales Tax required to
                  be  remitted  with  respect to a Member's  Resort  Property or
                  results in a refund of such tax, such Member shall accordingly
                  pay an appropriate  additional Retail Assessment or receive an
                  appropriate  refund from the  Association of any excess Retail
                  Assessment  previously  paid.  Subject to the  foregoing,  the
                  Association  shall have the power and  authority  to determine
                  all  matters  in  connection   with  the  Retail   Assessment,
                  including  amounts  thereof and how and whether the assessment
                  shall be  reflected  on bills and sales slips  rendered in any
                  transaction;  rules and  regulations  on record  keeping;  and
                  auditing by the Association of such records.

         (c)      Each Member shall be  obligated  to pay the Retail  Assessment
                  arising  from  sales  or  services  transacted  at,  from,  in
                  connection  with,  or in any way arising out of or  associated
                  with such Member's Resort Property, even if such Member is not
                  responsible  for such sales or services  and each Member shall
                  comply with any  determinations  made by the Board of Trustees
                  with  respect to such Retail  Assessments.  Any portion of any
                  Retail  Assessment not paid by any Member when due and payable
                  shall  become a lien on and against  all of the real  property
                  owned by such Member in the Resort Village pursuant to Section
                  4.12.

         (d)      All Retail  Assessments  to be levied  shall be levied at such
                  time  as the  Utah  Sales  Tax  associated  with  such  Resort
                  Property  and shall be payable  within  thirty (30) days after
                  being levied,  and each such assessment not paid within thirty
                  (30) days of the date (the "Levy Date"),  which is the date of
                  mailing of notice of the  assessment,  shall  accrue  interest
                  until fully paid at 5% (five  percent) per annum over the rate
                  of interest  announced from time to time by BankBoston,  N.A.,
                  as its "prime rate" for commercial  loans; such interest shall
                  be  payable  on  demand  computed  monthly,   and  if  unpaid,
                  compounded monthly,  not in advance, at the rate so calculated
                  as of thirty (30) days after the Levy Date,  and all  accruing
                  interest  shall become a part of the  assessment due and owing
                  to the Association.  All other amounts owed to the Association
                  shall bear interest at the same rate calculated and payable in
                  the same manner.

         (e)      Funds collected from the Retail Assessments shall be used only
                  for  transportation  expenses  of the Resort  Village  and for
                  marketing  of the Resort  Village,  unless there are any funds
                  collected in excess of the budgeted annual  transportation and
                  marketing  expenses,  in which case such surplus  funds may be
                  used first for maintenance of the Resort Village if there is a
                  shortfall  of  maintenance   funds,  and  second  for  capital
                  projects  of  the  Association,   including  reimbursement  of
                  American Skiing Company.

         4.5      Transient Occupancy Assessment.

         (a)      The Association  shall levy upon and collect from each Lodging
                  Resort  Property  Member in the Resort  Village an assessment,

<PAGE>

                  which shall be known as a "Transient Occupancy  Assessment" or
                  "TOA," with respect to all transient occupancy rentals made by
                  or on behalf of such Member within the Resort Village that are
                  subject to the  Transient  Room Tax Ordinance of Summit County
                  as in effect on the date this  Agreement is recorded.  The TOA
                  shall be set as an  amount  in  addition  to,  and  shall be a
                  percentage or rate applied to the charge of any transaction as
                  described  above.  The percentage or rate for the TOA shall be
                  2.5 % (two and one-half  percent),  and may be adjusted by the
                  Board after three years as provided in Section 3.6(c).

         (b)      The TOA due with respect to a Member's  Resort  Property shall
                  be due and payable to the  Association,  without notice by the
                  Association,  each time and at such time as the Transient Room
                  Tax  associated  with such  Resort  Property is required to be
                  remitted or paid to Summit County. Each such Member shall also
                  deliver  to  the   Association,   without   notice   from  the
                  Association,  true and correct copies of all written  reports,
                  returns, statements, records, and declarations,  including any
                  supplements or amendments thereto (collectively,  the "Lodging
                  Reports") made or provided to Summit County in connection with
                  any charges  occurring at, from, in connection with, or in any
                  way arising out of such Member's Resort Property in connection
                  with any charges under the  provisions  of the Transient  Room
                  Tax Ordinance of Summit County,  at such times as such Lodging
                  Reports  are  required  to be made to  Summit  County.  If any
                  subsequent  adjustments,  additions, or modifications are made
                  to any Summit County Transient  Occupancy Tax remitted or paid
                  or  Lodging  Report  made to Summit  County  with  respect  to
                  transactions occurring at, from, in connection with, or in any
                  way arising out of such Member's Resort Property,  such Member
                  shall within 30 days  thereafter so notify the Association and
                  provide  it with  true  and  complete  copies  of all  Lodging
                  Reports or other written  material  issued or received by such
                  Member with respect thereto.  If any adjustment  increases the
                  amount of Summit County Transient Occupancy Tax required to be
                  remitted with respect to a Member's Resort Property or results
                  in a refund of such tax, such Member shall  accordingly pay an
                  appropriate  additional TOA or receive an  appropriate  refund
                  from  the  Association  of any  excess  TOA  previously  paid.
                  Subject to the foregoing, the Association shall have the power
                  and authority to determine all matters in connection  with the
                  TOA,  including  amounts  thereof  and how and whether the TOA
                  shall be  reflected  on bills and sales slips  rendered in any
                  transaction;  rules and  regulations  or record  keeping;  and
                  auditing by the Association of such records.

         (c)      Each Member  shall be  obligated  to pay the TOA arising  from
                  lodging rentals transacted at, from, in connection with, or in
                  any way arising out of or associated with such Member's Resort
                  Property,  even if such  Member  is not  responsible  for such
                  lodging  rentals,  and  each  Member  shall  comply  with  any
                  determinations  made by the Board of Trustees  with respect to
                  such assessments.  The TOA shall not apply to the right of the

<PAGE>

                  owner of a  timeshare  estate  or the  guest of such  owner to
                  occupy  the unit in which the  owner  retains  that  interest.
                  "Guest" of an owner  includes,  without  limitation,  a person
                  occupying a unit pursuant to any form of exchange program. Any
                  portion of any TOA not paid by any Member when due and payable
                  shall  become a lien on and against  all of the real  property
                  owned by such Member in the Resort Village.

         (d)      All  Transient  Occupancy  Assessments  to be levied  shall be
                  levied at such time as the Transient Room Tax of Summit County
                  is levied by Summit County and shall be payable  within thirty
                  (30) days after being  levied,  and each  assessment  not paid
                  within thirty (30) days of the date (the "Levy  Date"),  which
                  is the date of  mailing  of  notice of the  assessment,  shall
                  accrue  interest  until  fully paid at 5% (five  percent)  per
                  annum over the rate of interest announced from time to time by
                  BankBoston,  N.A., as its "prime rate" for  commercial  loans;
                  such interest shall be payable on demand computed monthly, and
                  if unpaid,  compounded monthly, not in advance, at the rate so
                  calculated as of thirty (30) days after the Levy Date, and all
                  accruing  interest  shall become a part of the  assessment due
                  and owing to the  Association.  All other  amounts owed to the
                  Association  shall bear  interest at the same rate  calculated
                  and payable in the same manner.

         (e)      Funds collected from the Transient Occupancy Assessments shall
                  be used only for (i)  transportation  expenses as described in
                  the  Development  Agreement,  and (ii) marketing of the Resort
                  Village, unless there are any funds collected in excess of the
                  budgeted  annual  transportation  and marketing  expenses,  in
                  which  case  such   surplus   funds  may  be  used  first  for
                  maintenance  of the Resort  Village if there is a shortfall of
                  maintenance  funds,  and second for  capital  projects  of the
                  Association, including reimbursement of ASCRP.

         4.6  Real  Estate  Transfer  Assessments.  Upon  the  occurrence  of  a
Transfer,  as defined below, the Transferee under such Transfer shall pay to the
Association for the benefit of the Association a real estate transfer assessment
(the "Real  Estate  Transfer  Assessment")  equal to the Fair Market  Value,  as
defined below,  of the Resort  Property  subject to transfer,  multiplied by the
Real  Estate  Transfer  Assessment  Rate shall be 2% (two  percent)  of the Fair
Market Value of improved land, and 1% (one percent) of the Fair Market Value for
unimproved  land.  The Real Estate  Transfer  Assessment  may be adjusted by the
Board as provided by Section  3.6(c)  herein.  Each Member shall be obligated to
pay and shall pay to the Association the Real Estate Transfer  Assessment levied
with  respect  to such  owner's  site  and each  Member  shall  comply  with any
determinations  made by the Board of Trustees with respect to such  assessments.
Proceeds of the Real Estate Transfer  Assessments  shall be segregated in a fund
to be known as the "Sinking Fund," as described in subparagraph (d) below.

         (a)      Definitions.

         "Transfer" means,  whether in one transaction or in a series of related
transactions, any conveyance, assignment, lease, or other transfer of beneficial
ownership  of any  Resort  Property,  including  but  not  limited  to  (1)  the
conveyance of fee simple title to any Resort  Property,  (2) the transfer of any
ownership interest in any timeshare or fractional ownership interest or vacation
club  interest;  (3) the  transfer  of more than 50 percent  of the  outstanding

<PAGE>

shares of the voting stock of a corporation which, directly or indirectly,  owns
one or more Resort Property, and (4) the transfer of more than 50 percent of the
interest in net profits or net losses of any partnership, joint venture, limited
liability company,  or other entity which,  directly or indirectly,  owns one or
more Resort  Property,  but  "Transfer"  shall not mean or include the Transfers
excluded under subparagraph (b) below.

         "Transferee"  means  all  parties  to whom  any  interest  passes  by a
transfer,  and each party included in the term "Transferee" shall have joint and
several liability for all obligations of the Transferee under this section.

         "Fair Market Value" of a Resort  Property  subjected to Transfer means,
in the  case of a  Transfer  that  is in all  respects  a bona  fide  sale,  the
consideration,  as such term is defined below, given for the Transfer; provided,
however,  that the  value of  timeshare  interests  and  timeshare  estates  and
vacation  club  ownership  interests,  for purposes of  determining  Fair Market
Value, shall be determined by valuing the real property interest associated with
the  timeshare  interest  or  timeshare  estate,  exclusive  of the value of any
intangible  property  and rights  associated  with the  acquisition,  operation,
ownership,  and use of the timeshare interest or timeshare estate, including the
fees and costs associated with the sale of the timeshare interests and timeshare
estates that exceed those fees and costs normally  incurred in the sale of other
similar properties, the fees and costs associated with the operation, ownership,
and use of timeshare interests and timeshare estates,  vacation exchange rights,
and benefits  available to a timeshare unit owner. In case of a Transfer that is
a lease or is otherwise not in all respects a bona fide sale,  Fair Market Value
of the  Resort  Property  subjected  to  Transfer  shall  be  determined  by the
Association.  A  transferee  may make  written  objection  to the  Association's
determination within 15 (fifteen) days after the Association has given notice of
such determination, in which event the Association shall obtain an appraisal, at
the  Transferee's  sole  expense,  from a MAI  real  estate  appraiser  of  good
reputation, who is qualified to perform appraisals in Utah, who is familiar with
Summit County and Park City area real estate  values,  and who shall be selected
by the  Association.  The  appraisal  so  obtained  shall be binding on both the
Association  and  the  transferee.   Notwithstanding  above  provisions  to  the
contrary,  where a  Transferee  does not  object  within 15 days  after the time
required by this section for objecting,  the Transferee  shall be deemed to have
waived  all  right  of  objection   concerning   Fair  Market  Value,   and  the
Association's determination of such value shall be binding.

         "Consideration" means the total of money paid and the Fair Market Value
of any property delivered,  or contracted to be paid or delivered, in return for
the  Transfer  of any  Resort  Property,  and  includes  the amount of any note,
contract  indebtedness,  or rental  payment  reserved  in  connection  with such
Transfer,  whether  or  not  secured  by any  lien,  deed  of  trust,  or  other
encumbrance,  given to  secure  the  transfer  price,  or any part  thereof,  or
remaining unpaid on the property at the time of Transfer, whether or not assumed
by the Transferee.  The term  "consideration' does not include the amount of any
outstanding lien or encumbrance for taxes, special benefits or improvements,  in
favor of the United States, the State of Utah, or a municipal or quasi-municipal
governmental corporation or district.

         (b)      Exclusions.  The Real  Estate  Transfer  Assessment  shall not
                  apply to any of the following,  except to the extent that they
                  are used for the purpose of avoiding the Real Estate  Transfer
                  Assessment:


<PAGE>

                  (i)      Any Transfer to the United  States,  or any agency or
                           instrumentality  thereof,  the  State  of  Utah,  any
                           county,  city,   municipality,   district,  or  other
                           political subdivision of the State of Utah.

                  (ii)     Any Transfer to the Association.

                  (iii)    Any Transfer,  whether outright or in trust,  that is
                           for the benefit of the transferor or the transferor's
                           relatives  (including the transferor's  spouse),  but
                           only if there is no more than  nominal  consideration
                           for the Transfer. For the purposes of this exclusion,
                           the  relatives  of a  transferor  shall  include  all
                           lineal   descendants   of  any   grandparent  of  the
                           transferor,  and the spouses of the descendants.  Any
                           person's  stepchildren  and adopted children shall be
                           recognized  as  descendants  of that  person  for all
                           purposes of this exclusion.

                  (iv)     Any Transfer arising solely from the termination of a
                           joint tenancy or the partition of property held under
                           common  ownership  or in  connection  with a divorce,
                           except to the extent that additional consideration is
                           paid in connection therewith.

                  (v)      Any  Transfer  or  change  of  interest  by reason of
                           death,  whether  provided  for in a will,  trust,  or
                           decree   of   distribution,   or  by  reason  of  the
                           dissolution or winding up of any business entity.

                  (vi)     Any   Transfer   made   solely  for  the  purpose  of
                           confirming, correcting, modifying, or supplementing a
                           transfer previously  recorded,  making minor boundary
                           adjustments,  removing clouds on titles,  or granting
                           easements, rights of way, or licenses.

                  (vii)    Any  Transfer  pursuant  to any  decree or order of a
                           court  of  record   determining   or  vesting  title,
                           including a final order  awarding title pursuant to a
                           condemnation  proceeding,  but only where such decree
                           or order would  otherwise  have the effect of causing
                           the occurrence of a second  assessable  transfer in a
                           series  of  transactions   which  includes  only  one
                           effective  transfer of the right to use or  enjoyment
                           of a Resort Property.

                  (viii)   Any lease of any Resort  Property (or  assignment  or
                           transfer  or any  interest  in any such  lease) for a
                           period  of less  than  25  years  (including  renewal
                           options).

                  (ix)     Any  Transfer  solely of  minerals  or  interests  in
                           minerals.

                  (x)      Any Transfer to secure a debt or other  obligation or
                           to release  property  that is security  for a debt or

<PAGE>

                           other obligation,  including  transfers in connection
                           with  foreclosure  or a deed of trust or  mortgage or
                           transfers in connection  with a deed given in lieu of
                           foreclosure.

                  (xi)     The  subsequent  Transfer  or  Transfers  of a Resort
                           Property  involved in a "tax free" or "tax  deferred"
                           trade under the  Internal  Revenue  Code  wherein the
                           interim owner acquires  property for the sole purpose
                           of reselling  that property  within 30 days after the
                           trade. In these cases, the first Transfer of title is
                           subject to the Real Estate  Transfer  Assessment  and
                           subsequent Transfers will only be exempt as long as a
                           Real  Estate  Transfer  Assessment  has been  paid in
                           connection  with the first  Transfer  of such  Resort
                           Property in such exchange.

                  (xii)    Any  Transfer  constituting  a  "tax  free"  or  "tax
                           deferred" exchange under Section 1031 of the Internal
                           Revenue Code, so long as both properties  involved in
                           such  exchange  are  located  within the SPA;  or any
                           Transferor  Transfers of Resort Lands in exchange for
                           other   Resort   Lands,   but   without    additional
                           Consideration  being  exchanged by the  transferor or
                           transferee.

                  (xiii)   The Transfer or Transfers of Resort Lands in exchange
                           for  other  Resort  Lands,  but  without   additional
                           Consideration  being  exchanged by the  transferor or
                           transferee,  for the purpose of making  boundary line
                           adjustments,   or  to  facilitate  the  location  and
                           development of Access Easements, Pedestrian Pathways,
                           Utility Lines, or other easements,  rights of way, or
                           licenses.

                  (xiv)    The Transfer of a Resort  Property to an organization
                           that is exempt from  federal  income  taxation  under
                           Section  501(c)(3) of the Internal  Revenue  Code, as
                           amended,  provided that the Association  specifically
                           approves such exemption in each particular case.

                  (xv)     Any transfer made by a  corporation  or other entity,
                           for  consideration,  (i) to any other  corporation or
                           entity that owns 100 percent of its equity securities
                           (a  "Holding  Company")  or (2) to a  corporation  or
                           entity  whose stock or other  equity  securities  are
                           owned,  directly or  indirectly,  100 percent by such
                           Holding Company.

                  (xvi)    Any Transfer solely of water or water rights.

                  (xvii)   Any Transfer from American Skiing Company, ASCRP, ASC
                           Utah,  or  any  or  its  or  their   subsidiaries  or
                           affiliates   pursuant  to  a  purchase   contract  or
                           purchase and sale agreement for interests or units in
                           the Grand  Summit  Resort  Hotel at The  Canyons  and
                           Sundial Lodge Pavilions B and C entered into prior to
                           the Effective Date of this Amended Agreement, and any
                           subsequent transfers of those properties.


<PAGE>

                  (xviii)  Any  Transfer  of two or more  fractional  interests,
                           condominium  units,  or other  Resort  Property  by a
                           mortgagee or an affiliate  thereof to an affiliate of
                           such mortgagee or to a third party,  where the intent
                           of such  transferee  is not to make  personal  use of
                           such fractional interest,  condominium unit, or other
                           Resort Property, but is rather to resell the same.

                  (xix)    Any   Transfer   to  an   affiliated   party,   where
                           "affiliated party" means any entity that controls, is
                           controlled  by,  or  is  under  common  control  with
                           another person or entity,  including  control through
                           voting  interests,  management  agreements,  or other
                           arrangements  resulting in effective control over the
                           management of the affairs of such entity.

                  (xx)     Any  Transfer  to  American  Skiing  Company  or  its
                           affiliates or  subsidiaries  from the Lessor pursuant
                           to the terms and  conditions of the Lease  identified
                           in Recital B hereto.

         (c)      All Real Estate  Assessments  to be levied  shall be levied at
                  the time of a Transfer and shall be payable within thirty (30)
                  days after being levied,  and each  assessment not paid within
                  thirty (30) days of the date (the "Levy  Date"),  which is the
                  date of  mailing  of notice of the  assessment,  shall  accrue
                  interest  until fully paid at 5% (five percent) per annum over
                  the  rate  of  interest   announced   from  time  to  time  by
                  BankBoston,  N.A., as its "prime rate" for  commercial  loans;
                  such interest shall be payable on demand computed monthly, and
                  if unpaid,  compounded monthly, not in advance, at the rate so
                  calculated as of thirty (30) days after the Levy Date, and all
                  accruing  interest  shall become a part of the  assessment due
                  and owing to the  Association.  All other  amounts owed to the
                  Association  shall bear  interest at the same rate  calculated
                  and payable in the same manner.

         (d)      There shall be a fund known as a "Sinking Fund" into which all
                  proceeds from the Real Estate  Transfer  Assessments  shall be
                  deposited. The Association shall use the Sinking Fund only for
                  capital  projects  and  reimbursement  of ASCRP as provided in
                  Section 4.9 below. The priorities of the Sinking Fund shall be
                  in the following order: (i) the golf course required under the
                  Development  Agreement and all other amenities required by the
                  Development  Agreement to be provided by the  Association on a
                  timely basis;  (ii)  reimbursement of ASCRP in accordance with
                  Section  4.9 below;  provided,  however,  that if third  party
                  financing for the golf course is obtained,  then reimbursement
                  of ASCRP shall  replace the golf course as the first  priority
                  of the  sinking  Fund so long as such  payments do not cause a
                  default  in the  Development  Agreement;  and  (iii) all other
                  capital  projects  required  by  the  Development   Agreement.
                  "Capital  projects"  include  without  limitation  any  of the
                  following:  to acquire,  own, lease,  operate,  build, manage,
                  maintain,  rent, sell, develop,  encumber, hold, and otherwise

<PAGE>

                  deal in and with any  Facilities  including but not limited to
                  the  golf  course  required  by  the  Development   Agreement;
                  buildings  and other  structures;  employee  housing;  daycare
                  facilities;   teen  centers;  roads,  walkways,  streets,  and
                  pedestrian paths; parks,  playgrounds,  open spaces,  gardens,
                  fountains,  common areas and public areas; an amphitheater,  a
                  forum  (other  than the main  forum,  which  shall be built by
                  ASCRP),  or other public  entertainment  or gathering areas; a
                  jumbotron or video walls;  utility lines and systems;  outdoor
                  lighting systems;  waterways;  landscaping,  including without
                  limitation plants, trees, shrubs, and grass; a medical clinic;
                  cross country ski facilities;  pedestrian, hiking, equestrian,
                  and biking trails; equestrian facilities;  ice rinks; swimming
                  pools,  saunas, steam baths, and spas; tennis courts and other
                  game courts, game areas, and recreational amenities;  and such
                  uses as may be  appropriate  for use in  connection  with  the
                  operation and maintenance of a world class resort village,  in
                  the reasonable  discretion of the  Association;  and all costs
                  imposed by,  associated  with,  or incurred as a result of the
                  Development  Agreement  or  other  federal,  state,  or  local
                  governmental  laws,  rules, or regulations,  including without
                  limitation  costs of benchmarking,  studies,  consultants fees
                  and costs, and performance costs; provided, however, that

                  1. the  Association  will be responsible for funding a minimum
                  of 50% of the  costs  of  construction  and  operation  of the
                  people mover planned  pursuant to the  Development  Agreement;
                  and

                  2. the  Association  will be responsible for funding a minimum
                  of 25% of the  costs  of  construction  and  operation  of the
                  parking   structure   planned   pursuant  to  the  Development
                  Agreement.

         4.7  Obligations  of The Mountain  Member.  The  Mountain  Member shall
satisfy its  obligation to pay an annual  assessment  by annually  committing to
spend  a  certain  amount  of  money  on  maintenance  of,   marketing  of,  and
transportation  for the Resort Village.  This  obligation  shall be known as the
Mountain Member Annual Obligation.  During the Association's  first fiscal year,
the Mountain  Member  shall expend a minimum of $250,000 as the Mountain  Member
Annual Obligation. For each fiscal year thereafter, the Mountain Member's Annual
Obligation  shall be a base of $250,000  until paid annual  skier  visits  reach
250,000;  thereafter, the Mountain Member's Annual Obligation shall be increased
in  proportion  to the  increase in the number of paid annual  skier visits from
250,000.  In the event that the Mountain  Member expends more than the obligated
amount in any particular  fiscal year on  maintenance  and  transportation,  the
Mountain  Member  shall  receive a credit  toward the next year's or  subsequent
years' Mountain Member Annual Obligations in such excess amount.

         4.8 Books.  The  Association  or its  designee  shall keep and maintain
separate  accounts  of all income and  expenditures  relating  to each  Function
within the Resort  Village and in doing so shall  allocate its or its designee's
administrative  costs to such Functions on a reasonable basis. The Function Cost
shall be allocated to the appropriate Cost Center.

         4.9      Reimbursement of ASCRP.

         (a)      A priority of the  Association  will be to reimburse ASCRP for
                  the development  costs it has incurred on behalf of the Resort
                  Village.  The amount to be reimbursed  ASCRP is set at a fixed
                  amount of $4,000,000 plus interest.  To meet this  obligation,
                  the  Association  will execute a promissory  note to ASCRP for

<PAGE>

                  the debt within 30 days of the  execution  of this  Agreement,
                  with fixed interest at 10% and an initial  amortization period
                  of twenty (20) years.  Any excess funds in the  Association at
                  each year end that are not  required  to fund any  Association
                  obligations  shall be paid to ASCRP  toward the  Reimbursement
                  Amount.   In  addition,   the  Association   will  immediately
                  undertake  commercially  reasonable  efforts to  replace  this
                  promissory  note by obtaining  third party  financing to repay
                  ASCRP in full,  with  debt  service  amortized  over as long a
                  period as possible in order to minimize  the annual  burden on
                  the   Association,   and  if  the  Association  is  unable  to
                  immediately obtain third party financing, it shall continue to
                  make commercially reasonable efforts to obtain such financing.
                  In the event the Association  repays the Reimbursement  Amount
                  within  three  years of the date of this  Agreement,  interest
                  charges on the promissory  note executed by the Association to
                  ASCRP will be reduced by 50%.

         (b)      The parties to this Agreement  recognize and agree that ASCRP,
                  ASC Utah, or their  affiliates or subsidiaries  have the right
                  to establish  fees and charges for  utilization of all utility
                  infrastructure  owned  by  such  parties,   including  without
                  limitation  sewer,  water,  electricity,  gas, and cable, on a
                  user pay basis.

         4.10 Budget.  The  Association  shall,  not later than thirty (30) days
following  the  completion of each fiscal year of the  Association,  cause to be
prepared  and shall  approve a Budget  for the next  fiscal  year  (including  a
reasonable  allowance for  contingencies)  (the "Budget").  The Budget shall set
forth the  anticipated  Function  Costs for each  Function  of the  Association,
including adequate reserves.

         4.11 Billing.  All Assessments levied hereunder shall be mailed or hand
delivered  to  each  Member  at  such  Member's  address  as set  forth  in this
Agreement. For purposes of billing, each assessment of a Lodging Resort Property
or a Residential  Resort  Property  that is a  condominium  shall be sent to the
condominium  association  of  which  such  Lodging  Resort  Property  Member  or
Residential  Resort Property Member is a member and the condominium  association
shall be responsible  for paying the  assessments in full,  notwithstanding  any
failure of the individual unit or fractional  share owners to pay their pro rata
portion of the assessment.

         4.12 Lien Rights. All Assessments, including Annual Member Assessments,
Retail Assessments,  Transient Occupancy  Assessments,  and Real Estate Transfer
Assessments,  due and unpaid shall  constitute  and each Member hereby grants to
the Association,  with power of sale, a lien and security interest on the Resort
Property  to which  such  Assessments  are  attributable,  to the extent of such
unpaid  Assessments,  together with all interest,  collection,  and  enforcement
charges  thereon,  including  attorney's  fees and  costs.  The  Association  is
authorized to give the Summit County,  Utah Recorder's  office written notice of
the  Assessments  and the liens  arising under this  Agreement.  The lien may be
foreclosed by Association, in the same manner as a mortgage or deed of trust, in
accordance with Utah law.

         The Association may bid for a Resort Property at a foreclosure sale and
acquire, hold, lease, mortgage, and convey such Resort Property.  While a Resort
Property is owned by the Association following foreclosure, (a) no right to vote

<PAGE>

shall be  exercised  on behalf of such  Resort  Property;  (b) no Annual  Member
Assessment  shall be levied on it; and (c) each other Resort  Property  shall be
charged,  in addition to its usual Annual Member Assessment,  its pro rata share
of the  Annual  Member  Assessment  that  would have been  charged  such  Resort
Property had it not been acquires by the  Association.  The  Association may sue
for  unpaid   assessments  and  other  charges   authorized   hereunder  without
foreclosing  or  waiving  the lien  securing  the  same.  After  acquisition  at
foreclosure,  the Association  shall make all reasonable  efforts to re-sell the
property at the best competitive price available.

         4.13 Joint and Several Liability of Members.  A Member shall be jointly
and severally liable for the payment of any Assessments,  fee, charge,  or other
amount and all interest thereon due and owing to the Association,  including any
assessment,  fee, charge or other amount arising by, through or under any tenant
of the whole or part of such Member's Resort Property.

         4.14 Remaining Member.  Any Member in the Association  against whom any
Assessments are levied in respect of any Cost Center shall be a "Member" of that
particular  Cost Center and shall remain a Member thereof for as long as such an
assessment is leviable against such Member.

         4.15 Right to Stop Performing  Functions.  In addition to any recourses
the Association may have in such circumstances, the Association has the right to
stop  performing  any  Function   (including   without  limitation  the  Central
Reservation and Information Function) and to deny access to or use of any of the
easements granted in this Agreement to a Member who is in arrears in paying such
Member's  Assessments  or  any  other  amounts  owing  by  such  Member  to  the
Association.

         4.16 Exempt Use. No assessable  Square Footage or assessment  liability
shall be deemed to exist for any Resort  Property that is used for an exempt use
or by an  exempt  user.  An  exempt  user  also  means  the  Association  or the
Government. An exempt use means the actual supplying of electricity, gas, water,
sewer,  telephone,  television,  or other  utility  service  within  the  Resort
Village.

         4.17 Pro-ration.  Assessments  levied against any Resort Property shall
be pro-rated for the number of days any Improvement exists on or within a Resort
Property in relation to the number of days within the Association's fiscal year.
The pro-ration shall be calculated as follows:

                    The number of days the Improvement exists
                   within the current fiscal year of ASC Utah
                                       365

         An  Improvement  shall be deemed to exist from the date of  Substantial
Completion.

         4.18  Determination  by the Association.  The Association,  in its sole
discretion, shall determine if and when an Improvement is substantially complete
with respect to any Resort Property, the Square Footage of such Improvement, and

<PAGE>

how such  Improvement is defined within the types of Resort Property as provided
by this  Agreement.  For purposes of the  classification  of Square  Footage and
Resort Property,  the Association  shall rely on evidence  available from rental
management  companies,  other  sources,  and a  declaration  by the owner of the
Resort Property as to the use of that Resort Property. Such declaration shall be
made yearly to the  Association by the owner of the particular  Resort  Property
attesting to the use of the Resort Property  including its commercial,  lodging,
or residential usage.

         4.19 No Waiver of Assessments. The Association shall not have the power
to waive any Assessments pursuant to this Agreement.

                                    ARTICLE V

                                  DESIGN REVIEW

         5.1  Purpose.  In order to preserve  the  natural  beauty of the Resort
Village and its setting, to create a unique architectural  character and quality
for the  Resort  Village,  to  maintain  the Resort  Village  as a pleasant  and
desirable  environment,  to establish  and preserve a harmonious  design for the
community,  and to protect and promote the value of property,  exterior  design,
landscaping,  and  use  of all  new  development,  and  additions,  changes,  or
alterations to existing use, landscaping, and exterior design and development in
the Canyons Resort Village shall be subject to design review.

         5.2 Objectives.  Design review shall be directed  toward  attaining the
following objectives for the Resort Village:

         (a).     Preventing  excessive  or  unsightly  grading,  indiscriminate
                  earth moving or clearing of property,  or removal of trees and
                  vegetation   that  could   cause  a   disruption   of  natural
                  watercourses or scar natural landforms.

         (b)      Ensuring that the location and  configuration of all buildings
                  and  structures  are in harmony  with the  natural  landscape,
                  blending into the vegetation (grasses,  trees, and shrubs) and
                  landforms  of the  immediate  surroundings  in which  they are
                  placed.

         (c)      Ensuring that the buildings and structures are low profile and
                  small  scale,  with an  appearance  that is  rustic  and  with
                  integrated  colors  and  materials  specifically  existing  in
                  nature at these  locations  and ensuring  that  buildings  and
                  structures  are viewed as art placed in nature,  as opposed to
                  standard  urban  or  resort  forms  found   elsewhere  in  the
                  Snyderville basin.

         (d)      Ensuring that the architectural design of structures and their
                  materials and colors are visually  harmonious with The Canyons
                  SPA's overall appearance, history, and cultural heritage, with
                  surrounding  development,  with natural  landforms  and native
                  vegetation,  and with development plans,  zoning  requirements

<PAGE>

                  and other restrictions officially approved by the Association,
                  Summit County, or any government or public authority,  if any,
                  for the  areas in which  the  structures  are  proposed  to be
                  located.

         (e)      Ensuring that plans for the landscaping of open spaces provide
                  visually pleasing settings for structures on such sites and on
                  adjoining  and nearby  sites and blend  harmoniously  with the
                  natural landscape.

         (f)      Ensuring  that  any  development,   structure,   building,  or
                  landscaping  complies with the  provisions of this  Agreement,
                  including  but not  limited to those  provisions  set forth in
                  Article VI.

         5.3  Design   Review   Committee.   As  soon  as  possible   after  its
incorporation,  the Association  shall establish a Design Review  Committee (the
"Committee"),  which  shall  consist  of five (5)  members  all of whom shall be
appointed  by the Board of Trustees by a vote of five of seven of the  Trustees.
The members of the Design Review  Committee  shall serve  without  compensation.
Until such time as the Board  establishes  the  Committee,  the current  interim
Design Review Committee shall continue in effect. The Committee shall follow the
Architectural Guidelines established by the Development Agreement. The Committee
is authorized to retain the services of one (1) or more  consulting  architects,
landscape architects or urban designers, who need not be licensed to practice in
the State of Utah, to advise and assist the  Committee in performing  the design
review functions prescribed in this Article V and in carrying out the provisions
of Article VI. Such  consultants  may be retained to advise the  Committee  on a
single project, on a number of projects, or on a continuing basis.

         5.4 Vacancies.  A vacancy on the Committee,  however  occurring  (other
than the  routine  expiration  of a term) may be filled by the Board of Trustees
for the remainder of such Committee Member's term.

         5.5      Design Review Committee Approval and Control.

         (a)      No Member or  lessee,  assignee,  guest or invitee of a Member
                  shall   perform  site   preparation;   landscaping;   building
                  construction;  sign erection;  exterior change,  modification,
                  alteration, or enlargement of any existing structure;  paving;
                  fencing;   planting;  or  other  improvements  to  any  Resort
                  Property or other  property or building or structure  thereon;
                  or change the use of any Resort  Property or other property or
                  building or structure  thereon  unless and until the Committee
                  has approved the plans and specifications for such project and
                  the  construction  procedures to be used to insure  compliance
                  with Article VI; provided,  however, that Committee review and
                  approval  shall not be required  for  projects  that are under
                  construction   as  of  the  Effective  Date  of  this  Amended
                  Agreement, nor shall Committee review and approval be required
                  for the erection of signs on Resort  Property  owned or leased
                  under a lease, with a term greater than 25 years, by ASC Utah,
                  ASCRP,  or any affiliate,  parent,  or subsidiary of either of
                  them.  Alterations or remodeling that are completely  within a
                  building  or  structure  and that do not change  the  exterior
                  appearance  and  are  not  visible  from  the  outside  of the
                  structure,  or the  reconstruction  of existing  structures or
                  improvements    following    a   casualty,    provided    such
                  reconstruction  is  according to the same plans as the damaged
                  or destroyed  structure,  may be undertaken  without Committee

<PAGE>

                  approval,  provided  such  alterations  or  remodeling  do not
                  change the use of, or the number of,  dwelling  units (as such
                  term is defined in The Canyons SPA  Development  Agreement) or
                  the amount of commercial space in the building or structure.

         (b)      All actions taken by the Committee shall be in accordance with
                  rules and  regulations  established  by the  Committee,  which
                  shall be published as set forth in Section 5.6 and shall be in
                  accordance  with the  purposes  and intent of The Canyons SPA.
                  Such rules and regulations may be amended from time to time by
                  action of the Committee  that is consistent  with and fulfills
                  the purpose of this Agreement.  The approval or consent of the
                  Committee on matters  properly  coming before it (with payment
                  of the Design Review Fee) shall not be unreasonably  withheld,
                  actions  taken  shall  not be  arbitrary  or  capricious,  and
                  decisions  shall be conclusive  and binding on all  interested
                  parties, subject only to the right of appeal and review by the
                  Association  as set forth below;  and such approval or consent
                  shall  not  prohibit  enforcement  of the  provisions  of this
                  Agreement  under Section 7.6. The Committee or its  designated
                  representative  shall  monitor  any  approved  project  to the
                  extent  required  to insure that the  construction  or work on
                  such  project  complies  with any and all  approved  plans and
                  construction  procedures.  The  Committee  or  its  designated
                  representative  may  enter  upon any  Resort  Property  at any
                  reasonable  times to inspect the  progress,  work  status,  or
                  completion  of  any  project.  In  addition  to  the  remedies
                  described in Section 7.6, the Committee may withdraw  approval
                  of any project  thereby  stopping all activity at such project
                  if deviations from the approved plan or approved  construction
                  practices  are not  corrected  or  reconciled  within 24 hours
                  after  written  notification  to the  Member  specifying  such
                  deviations.

         (c)      Any  material  to be  submitted  or  notice to be given to the
                  Committee shall be submitted at the offices of the Association
                  at The Canyons.

         (d)      All  actions  requiring  approval  of the  Committee  shall be
                  deemed  approved if such  approval is obtained in writing from
                  the Committee.

         (e)      If the Committee fails to respond to a request for its consent
                  within  thirty  days after its  receipt of such  request,  the
                  Committee  shall be deemed to have  granted its consent to the
                  actions  described  in such  request,  unless  for  cause  the
                  Committee  notifies the applicant  that an  additional  thirty
                  (30) days is required for review.

         (f)      In addition to the  remedies  described  in Section 5.9 below,
                  the Committee may withdraw approval of any project and require
                  all activity at such project to be stopped if deviations  from
                  the approved plan or approved  construction  practices are not
                  corrected or reconciled within twenty-four hours after written
                  notification to the Member specifying such deviations.


<PAGE>

         (g)      The Summit County Community  Development Director may override
                  the  decision  of  the  Committee   after  the  applicant  has
                  exhausted the review process set forth herein.

         5.6 Design Standards and Construction  Procedures.  The Committee shall
promulgate and publish rules and regulations that shall state the general design
theme of all projects in the Resort Village,  specific design requirements,  and
the  general  construction  procedures  that will or will not be  allowed in the
Resort Village (such rules and  regulations  shall be referred to hereinafter as
the "Design Regulations"). The Committee shall also promulgate and publish rules
and  regulations  that shall set forth the procedures to be followed in order to
obtain review of proposed  construction  by the Committee.  The Committee  shall
make such publications or materials available to Members in the SPA.

         5.7 Exterior Maintenance. Pursuant to Section 6.4, after 30 days notice
to a Member of the failure of such Member to maintain his or her property or the
improvements  thereon as required under this Agreement the Committee may request
that the  Association  provide  exterior  maintenance and repair upon any Resort
Property.

         5.8 Review Fee. The Committee may set a review fee schedule  sufficient
to cover  all or part of the cost of  Committee  time,  consultant's  fees,  and
incidental  expenses.  Applicants  for design  review may be required to deposit
with the Committee a fee that the Committee deems  sufficient to cover the costs
of design review from which the actual costs shall be deducted  when  determined
and the balance  returned to the  applicant  following  completion of the design
review procedure.

         5.9  Enforcement  of  Restrictions.  If a Member  violates  any term or
condition  set forth in this  Article 5 or in Article  VI hereof,  or the Design
Regulations, the Association shall have the following remedies, any of which the
Association my delegate to the Committee:

         (a) The  Association  may, by written notice to the Member,  revoke any
approval  previously granted to the Member by the Committee,  in which event the
Member shall,  upon receipt of such notice,  immediately cease any construction,
alteration, or landscaping covered by the approval so revoked.

         (b) The  Association  may,  but is not  obligated  to,  enter  upon the
Member's  Resort  Property and cure such violation at the Member's sole cost and
expense.  If the Association  cures any such violation,  the Member shall pay to
the Association the amount of all costs and expenses incurred by the Association
in  connection  therewith  within  thirty  days  after the  Member  receives  an
assessment therefor from the Association.

         (c) The Association may sue such Member to enjoin such violation.

         (d) The Association shall have all other rights and remedies  available
to it under this Agreement, at law, or in equity. All rights and remedies of the
Association  shall be  cumulative  and the exercise of one right or remedy shall
not preclude the exercise of any other right or remedy.


<PAGE>

         5.10  Reconsideration,  Review, and Appeal. Within seven days following
action of the  Committee,  its  decision  to approve or  disapprove  the project
design shall be transmitted to the applicant and to the Association,  and posted
in a conspicuous  manner at the offices of the  Association at The Canyons.  The
Association may confirm, modify, or reverse the decision of the committee within
20 days following the decision.  The decision shall become final if no action is
taken by the Association and no written request for  reconsideration  is made to
the  Committee by the aggrieved  party within 20 days  following the decision of
the  Committee.  If no action  is taken by the  Association  and a  request  for
reconsideration is timely made, the Committee shall reconsider the matter at its
next   regularly   scheduled   meeting.   The   decision   rendered   upon  such
reconsideration  shall be transmitted to the aggrieved party and the Association
as set  forth  above,  and  shall  become  final  if no  written  appeal  to the
Association  is made to such  decision  within seven days  following the date of
notice of such decision. Not more than 30 days following the filing of an appeal
by the aggrieved party, the Association shall review the action of the Committee
and  shall,  in  writing,  confirm,  modify,  or  reverse  the  decision  of the
Committee.  If the Association  deems  insufficient  information is available to
provide the basis for a sound  decision,  the  Association  may  postpone  final
action for not more than 30 additional  days.  Failure of the Association to act
within  60 days  from the  date of the  filing  of the  appeal  shall be  deemed
approval by the  Association  of the design of the project  unless the applicant
consents to a time extension.  Any decision by the  Association  that results in
disapproval  of the project  design  shall  specifically  describe  the purpose,
development plan,  covenant,  or Design  Regulations with which the project does
not comply and the manner of noncompliance.

         5.11  Lapse of Design  Review  Approval.  Approval  of the  design of a
project  shall  lapse  and  become  void  one year  following  the date of final
approval of the project by the Committee,  unless prior to the expiration of one
year, a building  permit is issued and  construction is commenced and diligently
pursued toward completion.

         5.12  Assignment  of  Function.  Any  function to be  performed  by the
Committee pursuant to Article V or Article VI may be assigned to the Association
in whole or in part at any time or from time to time at the sole  discretion  of
the Association.

         5.13  Liability.  Neither  ASCRP,  ASC  Utah,  the  Committee,  or  the
Association,  nor any of their  respective  officers,  trustees,  employees,  or
agents  shall  be  responsible  or  liable  for  any  defects  in any  plans  or
specifications submitted,  revised, or approved under this Article V nor for any
defects in construction  pursuant to such plans and specifications.  Approval of
plans and  specifications  under  this  Article V shall not be deemed in lieu of
compliance  by  Members  or  lessees  with  applicable   governmental   laws  or
regulations.

                                   ARTICLE VI

                  RESTRICTIONS APPLICABLE TO RESORT PROPERTIES

         6.1 Property.  "Property" as used in this Article VI shall mean any and
all real property  that is now or may  hereafter be included  within The Canyons
SPA,  including  public or  private  streets,  roads,  and any public or private

<PAGE>

easements or rights of ways and including any and all improvements on any of the
foregoing.  For the purpose of recording this  Agreement,  the Property shall be
that Property described in Exhibit F.

         6.2 Land Use  Restrictions.  In addition to the  restrictions  found in
this Article VI, all or any portion of the Property to be sold or leased  within
The  Canyons  SPA shall be further  restricted  in its use,  density,  or design
according to the  Development  Agreement for The Canyons SPA, as such  agreement
may be  amended  from  time to time,  and as  recorded  with the  Office  of the
Recorder for Summit County, Utah.

         6.3 Occupancy Limitations.  No portion of any Property shall be used as
a residence or for living or sleeping  purposes  other than a room  designed for
living or sleeping in a completed structure for which a certificate of occupancy
has been issued.  No room in any structure  shall be used for living or sleeping
purposes by more persons than it was designed to accommodate comfortably. Except
as expressly permitted in writing by the Design Review Committee, no trailers or
temporary structures shall be permitted on any Property.

         6.4 Maintenance of Property.  All Property,  including all improvements
on any Property,  shall be kept and  maintained by the owner thereof in a clean,
safe, attractive, and sightly condition and in good repair. If a Member fails to
maintain  his or her  property  or  improvements  on such  property  or fails to
perform any act of  maintenance or repair  required  under this Agreement  after
thirty  (30) days  notice of such  failure,  to the  Member,  the Design  Review
Committee may request that the  Association  provide  exterior  maintenance  and
repair  on any  such  property.  In the  event  that  the  Association  provides
maintenance  services under this Paragraph the relevant Member shall be assessed
for the cost of such maintenance services.

         6.5 No Noxious or Offensive Activity.  No noxious or offensive activity
shall be carried out upon any Property that is or may become a nuisance or cause
any significant disturbance or annoyance to others.

         6.6 No Hazardous  Activities.  No activities  shall be conducted on any
Property and no  improvements  constructed  on any Property that are or might be
unsafe or hazardous to any person or Property.  Without  limiting the generality
of the foregoing, no firearms shall be discharged upon any Property, and no open
fires  shall be lighted  or  permitted  on any  Property  except in a  contained
barbecue  unit while  attended and in use for cooking  purposes or within a safe
and well-designed interior fireplace; except, however, for campfires or bonfires
on  Property  designated  for  such  use by ASC  Utah  or the  Association,  and
controlled  and  attended  fires  authorized  in  writing  by  ASC  Utah  or the
Association and required for clearing or maintenance of land.

         6.7 No  Unsightliness.  No  unsightliness  shall  be  permitted  on any
Property.  Without  limiting the generality of the foregoing,  (a) all unsightly
structures,  facilities,  equipment,  objects,  and conditions shall be enclosed
within an approved  structure;  (b) trailers,  mobile homes,  trucks  (including
pickup trucks), boats, tractors, all vehicles (including  automobiles),  campers
not on a truck,  snow removal  equipment,  and garden or  maintenance  equipment
shall be kept in an enclosed structure at all times,  except when in actual use;

<PAGE>

provided,  however,  that such  equipment may be parked on parking lots or other
areas specifically  designated by the Association or the Design Review Committee
for such  equipment;  (c)  refuse,  garbage,  and trash  shall be kept within an
enclosed  structure;  (d) service areas and facilities for hanging,  drying,  or
airing clothing or fabrics shall be kept within an enclosed structure; (e) pipes
for water, gas, sewer,  drainage, or other purposes;  wires, poles, antennas and
other  facilities for the  transmission or reception of audio or visual signals,
or electricity, utility meters, or other utility facilities; gas, oil, water, or
other tanks; and sewage disposal systems or devices shall be kept and maintained
within an enclosed  structure  or below the  surface of the  ground;  and (f) no
lumber,  grass, shrub, or tree clippings or plant waste,  compost,  metals, bulk
materials,  or scrap or  refuse or trash or  unused  items of any kind  shall be
kept, stored, or allowed to accumulate on any Property.  All enclosed structures
shall comply with the rules and regulations of the Design Review Committee as in
effect from time to time.  The Design Review  Committee  shall have the power to
grant a variance from the provisions of this Section 6.7 from time to time as it
deems necessary or desirable.

         6.8 No Annoying Lights, Sounds, or Odors. No light that is unreasonably
bright or causes unreasonable glare shall be emitted from any Property; no sound
that is unreasonably loud or annoying shall be emitted from any Property; and no
odor that is noxious or offensive to others shall be emitted from any Property.

         6.9 Restrictions on Animals. No animals other than sheep, horses, cats,
dogs, or other  household pets that do not  unreasonably  bother or constitute a
nuisance to others  shall be kept on any  Property,  subject to such  additional
reasonable  restrictions pertaining to the keeping of animals on any Property as
may be established by the Association.

         6.10  Restriction  on Signs.  No signs or  advertising  devices  of any
nature shall be erected or maintained on any Property  except signs  approved by
the  Design  Review  Committee,  signs  required  by law or  legal  proceedings,
identification signs for work under construction,  temporary signs to caution or
warn of  danger  or  signs  of the  Association  or the ASC  Utah  necessary  or
desirable to give directions or advise of rules or regulations.

         6.11 Restriction on Parking. Parking of vehicles on any Property within
the Resort  Village is permitted  with respect to a Property only within parking
spaces  constructed  with the prior  approval of the Design Review  Committee or
within  spaces  under  construction  as of the  Effective  Date of this  Amended
Agreement,  and such  parking  shall be used  only by the owner or Member or the
lessee or guests of such owner or Member for the parking of  personal  vehicles.
ASC Utah and the  Association  shall  have the right to park any type of vehicle
owned or used by ASC Utah or the  Association  upon  Property  within the Resort
Village  within  parking  areas  or  structures  designated  for  such  purpose.
Notwithstanding  the above,  ASC Utah or the Association may designate areas for
off-street  parking on Property for the  temporary  parking of  maintenance  and
delivery vehicles,  for the sole purpose of assisting in a maintenance operation
or to provide for the loading or unloading of such  vehicles,  or to accommodate
special circumstances.

         6.12 Landscape  Restriction.  No trees of such dimensions as determined
by the Design  Review  Committee  may be removed from any  Property  without the
prior  written  approval  of the  Design  Review  Committee.  Vegetation  on all

<PAGE>

Property shall be maintained to minimize  erosion and encourage growth of ground
cover and all tree and shrub  planting must be consistent  with the  landscaping
plan approved by the Design Review Committee.

         6.13 No Mining and Drilling.  No Property shall be used for the purpose
of mining, quarrying,  drilling,  boring, or exploring for or removing oil, gas,
or other hydrocarbons, minerals, rocks, stones, gravel, or earth.

         6.14 No Cesspools or Septic  Tanks.  No cesspools or septic tanks shall
be permitted on any Property  without the prior  written  approval of the Design
Review Committee, which shall not be unreasonably withheld.

         6.15 No Fences. No fences,  walls, or other barriers shall be permitted
for the purpose of enclosing or demarcating any Property  boundaries without the
prior written approval of the Design Review Committee.

         6.16  Construction.   The  following   provision  shall  apply  to  any
construction,  renovation,  maintenance or other work authorized by the terms of
this Agreement and performed by one party upon the property of another:

         (a)      Once  commenced,  the work shall be  diligently  prosecuted to
                  completion.

         (b)      All work shall be performed in a good and workmanlike  manner,
                  shall minimize any  inconvenience to the operations  conducted
                  by the owner of the burdened  property,  and shall comply with
                  all applicable laws, ordinances regulations.

         (c)      If, as a result of any work, any part of the impacted property
                  is altered or disturbed (other than any area to be permanently
                  altered  as result of such work) the  disturbed  area shall be
                  promptly  restored  to  as  near  its  original  condition  as
                  possible.

         (d)      All work shall be started only after reasonable advance notice
                  to the landowner, or the Association as the case may be, shall
                  be performed at reasonable times and shall be done in a manner
                  so as to minimize  disruption  to the use and operation of the
                  impacted  property,  including  the  performance  of work  off
                  season or off hours, if appropriate. For any work in excess of
                  $100,000, such work shall be started only after written notice
                  to all affected  parties,  including  without  limitation  ASC
                  Utah,  the  Association,   and  adjacent  property  owners  or
                  adjacent  tenants.  This  subsection  shall  not  apply to any
                  projects under  construction  as of the Effective Date of this
                  Agreement.

         (e)      The landowner performing the work shall indemnify, defend, and
                  hold  harmless the  landowner on whose  property work is being
                  performed from any loss or damage to persons or property,  and
                  from any expenses  associated with any claims arising from any
                  such loss or damage which  related to the  performance  of the
                  work.


<PAGE>

         6.17  Construction  Period  Exception.  During  the  course  of  actual
construction of any permitted  structures or  improvements on any Property,  the
Design Review  Committee may, by written  instrument,  waive certain  provisions
contained in this Article 6 to the extent necessary to permit such construction,
provided that, during the course of such construction, nothing is done that will
result in a violation of any of such provisions upon completion of construction.

         6.18 Compliance With Law. No Property shall be used, occupied, altered,
charged,  improved, or repaired except in compliance with all present and future
laws, rules, requirements,  orders,  directions,  ordinances, and regulations of
the United States of America,  the State of Utah,  Summit County,  and all other
municipal,  governmental,  or lawful  authority,  affecting  the Property or the
improvements thereon or any part thereof.

         6.19 Condominium Ownership. Prior to the recording in the Office of the
Recorder for Summit County, Utah, of an instrument submitting any portion of the
Resort Lands to condominium ownership,  the Member with respect to such Property
shall  submit to the  Association  for its  review  and  approval  copies of the
proposed   condominium   declaration,   record  of  survey   map,   articles  of
incorporation and bylaws of the condominium  association.  The Association shall
approve or disapprove of such  documents  within 30 days of the submittal to the
Association.  The  Association's  approval  or  disapproval  shall be by written
notice  to  such  Member.  In the  event  the  Association  disapproves  of such
documents,  the  Association  shall set forth in the written notice the specific
reason or reasons for such disapproval.  If notice or approval or disapproval is
not given by the  Association  on or before such 30-day  period,  such documents
shall be deemed to be  approved.  The  approval  of the  Association  under this
Section  6.19 shall not be  unreasonably  withheld.  This Section 6.19 shall not
apply  to any  projects  under  construction  as of the  Effective  Date of this
Agreement.


                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1   Amendment of Agreement.

         (a)      Additional Members.  The parties to this Agreement  understand
                  and agree that this  Agreement  contemplates  the  addition of
                  Members  and  Resort   Property  to  the  Association  as  the
                  development  of  the  Resort  Village   continues  and  grows.
                  Accordingly,  by  entering  into this  Agreement,  the parties
                  hereto  consent to the repeated  amendment of this  Agreement,
                  which  needs  only to be  executed  by ASC  Utah,  ASCRP,  the
                  Association,  and such additional  Member or Members,  for the
                  purpose of adding  Members,  Resort  Property  and Property to
                  this  Agreement,  under the same terms and  conditions as this
                  Agreement,  such  terms and  conditions  to  differ  only with
                  respect  to: (i) an amended  Plan to reflect  the  addition of

<PAGE>

                  such  Member;  and (ii) any  additions to Article II (Grant of
                  Easements)  specific to such Member as  necessary or desirable
                  for ASC  Utah to  grant  such  Member  easements  and for such
                  Member to grant  easements  to ASC Utah and all other  parties
                  hereto for access, pedestrian pathways, utilities, ski trails,
                  lifts,  and  snowmaking  equipment,  golf,  and  signage,  and
                  provided  that the  Association  shall  provide to all parties
                  hereto copies of all such amendments.

         (b)      Amendment  to  the  Plan.   The  parties  to  this   Agreement
                  understand  and agree that this  Agreement  contemplates  that
                  repeated   amendments   will  be  made  to  the  Plan  as  the
                  development  of  the  Resort  Village   continues  and  grows.
                  Accordingly,  by  entering  into this  Agreement,  the parties
                  hereto consent to the repeated  amendments of the Plan for the
                  purpose of  expanding  and amending  the  easements  and other
                  rights  arising under Article II (Grant of  Easements),  which
                  amendments  to the Plan need only to be  executed by ASC Utah,
                  ASCRP,  the  Association  and such  additional  parties  whose
                  property is either  benefited  or burdened by the  expanded or
                  amended easements and other rights.

         (c)      Other  Amendments.  Other than for the  purposes  set forth in
                  subparagraph  (a) above,  this Agreement may not be amended or
                  modified  in  any  way  except  by an  instrument  in  writing
                  executed by all parties hereto.

         7.2 Recording.  This  Agreement  shall be recorded in the Office of the
Recorder for Summit County. Each party to this Agreement acknowledges and agrees
that the easements granted and obligations created by this Agreement,  including
without limitation the obligation to pay assessments, including, but not limited
to, the Annual Assessment,  Retail Assessments,  Transient Occupancy  Assessment
and Real Estate Transfer Assessment,  are perpetual, touch and concern the land,
shall run with the  land,  and are and  shall be  binding  upon and inure to the
benefit of the parties,  their  successors and assigns as to their  interests in
the Resort  Lands.  Every  Person who  acquires an interest in the Resort  Lands
after the  recording  in the Office of the  Recorder  for Summit  County of this
Agreement  shall become  subject to be bound by the terms and conditions of this
Agreement.

         7.3 Warranties.  Each party warrants to the others that it has good and
marketable title to the easements and rights conveyed hereby, that the execution
and  delivery  of this  Agreement  will not  violate  or  cause a breach  of any
agreement  by which  such  party is bound or which  affects  the  easements  and
rights, and that each party will warrant and defend the title hereby conveyed to
other by and through all persons.

         7.4  Breach.  In the  event of  breach  or  threatened  breach  of this
Agreement,  any party hereto shall be entitled to institute  proceedings (at law
or in  equity)  for full  and  adequate  relief,  and/or  compensation  from the
consequences  of said breach or threatened  breach.  Such remedies shall include
without limitation the right to specific performance and injunctive relief.

         7.5  Effect  of  Provisions  of  Agreement.   Each  provision  of  this
Agreement, and any agreement,  promise,  covenant and undertaking to comply with
each provision of this Agreement,  and any necessary exception or reservation or
grant of title,  estate,  right, or interest to effectuate any provision of this
Agreement:  (a) shall be deemed incorporated in each deed or other instrument by
which any right,  title, or interest in any real property within The Canyons SPA
is granted,  devised,  or  conveyed,  whether or not set forth or referred to in

<PAGE>

such deed or other instrument;  (b) shall, by virtue of acceptance of any right,
title, or interest in any real property  within The Canyons SPA by a Member,  be
deemed accepted,  ratified, adopted, and declared as a personal covenant of such
Member,  and as a personal  covenant  shall be  binding on such  Member and such
Member's heirs,  personal  representatives,  successors,  and assigns,  and as a
personal covenant of a Member, shall be deemed a personal covenant to, with, and
for the  benefit  of ASC Utah but not to,  with or for the  benefit of any other
Member;  (c)  shall be  deemed a real  covenant  by ASC  Utah  for  itself,  its
successors and assigns, and also an equitable servitude, running in each case as
a burden  with and upon the title to each  parcel of real  property  within  The
Canyons SPA, and as a real covenant and also as an equitable servitude, shall be
deemed a covenant  and  servitude  for the benefit of any real  property  now or
hereafter  owned by ASCRP or ASC Utah within The Canyons SPA and for the benefit
of any and all other real  property  within The  Canyons  SPA;  and (d) shall be
deemed a  covenant,  obligation,  and  restriction  secured  by a lien  binding,
burdening,  and encumbering the title to each parcel of real property within The
Canyons SPA,  which lien with respect to any Property  shall be deemed a lien in
favor of the Association.

         7.6 Enforcement and Remedies. Each provision of this Agreement shall be
enforceable by the Association,  or by any Member who has made written demand of
the  Association  to enforce  such  provision  and 30 days have  lapsed  without
appropriate  action having been taken by the  Association by a proceeding for an
injunction.  Each provision of this Agreement with respect to a Member or Resort
Property of a Member shall be enforceable by the Association by a proceeding for
an injunction or by a suit or action to recover damages, or in the discretion of
the  Association,  for so long as any  Member  fails  to  comply  with  any such
provisions,  by exclusion of such Member and such  Member's  lessees,  guests or
invitees from use of any Facility and from  enjoyment of any Function.  If court
proceedings  are  instituted in connection  with the rights of  enforcement  and
remedies  provided in this Agreement,  the prevailing party shall be entitled to
recover its costs and expenses in  connection  therewith,  including  reasonable
attorneys' fees.

         7.7   Mortgagee Protection.

         (a)      The  Association  shall  maintain a roster of  Members,  which
                  roster shall include the mailing addresses of all Members. The
                  Association  will also maintain a roster  containing  the name
                  and address of each First  Mortgagee  of a Resort  Property if
                  the  Association is provided  notice of such First Mortgage by
                  way of a certified copy of the recorded instrument  evidencing
                  the First  Mortgage and containing the name and address of the
                  first  mortgagee and a statement  that the Mortgage is a First
                  Mortgage.  The  First  Mortgagee  shall be  stricken  from the
                  roster upon request by such First Mortgagee or upon receipt by
                  the  Association of a certified copy of a recorded  release or
                  satisfaction  of the First  Mortgage.  Notice of such  removal
                  shall be given to the First  Mortgagee  unless the  removal is
                  requested by the First Mortgagee.

         (b)      The  Association  shall  give to any  First  Mortgagee  on the
                  roster written notification of any default by the mortgagor of
                  the  respective  Resort  Property in the  performance  of such
                  mortgagor's obligations under this Agreement that is not cured
                  within thirty (30) days.


<PAGE>

         (c)      A First  Mortgagee  of any  Resort  Property  who  comes  into
                  possession  of the Resort  Property  pursuant to the  remedies
                  provided  in the First  Mortgage or  foreclosure  of the First
                  Mortgage,  or  by  way  of  deed  or  assignment  in  lieu  of
                  foreclosure,  shall take the  property  free of any claims for
                  unpaid Assessments under this Agreement or charges against the
                  mortgaged Resort Property which accrued prior to the time such
                  First  Mortgagee  comes  into  the  possession  of the  Resort
                  Property,  except  for  claims  for a pro  rata  share of such
                  Assessments or charges  resulting from a pro rata reallocation
                  of  such  Assessment  or  charges  to  all  Resort   Property,
                  including the mortgaged  Resort  Property.  Furthermore,  upon
                  such foreclosure or deed or assignment in lieu of foreclosure,
                  or  the  entry  into  First  Mortgagee's  possession,   either
                  directly or through a receiver, any rights with respect to any
                  Resort  Property that have been  suspended with respect to the
                  defaulting Member shall be reinstated.

         (d)      Any  liens  created  under  this  Agreement  upon  any  Resort
                  Property  shall be subject  and  subordinate  to and shall not
                  affect the rights of a First  Mortgagee under a First Mortgage
                  on such  Resort  Property  made in good  faith and for  value;
                  provided,  however,  that any lien created after a foreclosure
                  sale shall have the same  effect and be  enforced  in the same
                  manner as provided in this Agreement, and/or the Bylaws.

         (e)      No  amendment  to  this  paragraph  of  this  Agreement  shall
                  adversely  affect a First  Mortgagee  who has recorded a valid
                  First Mortgage prior to the recordation of any such amendment.

         7.8 Eminent Domain. In the event any of the Easements granted hereunder
are  appropriated  or taken  under the power of eminent  domain,  in whole or in
part,  by any  public or  quasi-public  authority,  the owner of the  underlying
property so condemned  shall be entitled to the entire award or  compensation in
such  proceedings.  Beneficiaries  of any of the  Easements  granted  under this
Agreement  shall not be entitled to any portion of the award or  compensation in
such  proceedings,  nor shall any  beneficiary  of easements  granted under this
Agreement be entitled to any compensation or damages from the  Association,  ASC
Utah, or ASCRP for any  inconvenience,  annoyance,  or damage  occasioned by any
such proceedings.  For purposes of this Section,  a voluntary sale or conveyance
in lieu of condemnation,  but under the threat of condemnation,  shall be deemed
an appropriation or taking under the power of eminent domain.

         7.9 Damage and Reconstruction. In the event any property insured by the
Association is damaged by fire or other casualty, the proceeds payable under the
Association's insurance policies shall be payable to the Association.  No Member
shall be entitled to any compensation or damages from the Association, ASC Utah,
or ASCRP  for loss of the use of either  the  whole or any part of any  property
owned or controlled by the Association,  nor shall any Member be entitled to any
compensation  or  damages  from the  Association,  ASC  Utah,  or ASCRP  for any
inconvenience,  annoyance,  or damage  occasioned by any casualty or the repair,
reconstruction, or restoration of the damage caused by such casualty.


<PAGE>

         7.10 Limited Liability. Neither the Association, the Board of Trustees,
or the Design Review Committee, nor any member, agent, or employee of any of the
same shall be liable to any party for any action or for any  failure to act with
respect to any  matter if the  action  taken or failure to act was in good faith
and without malice.

         7.11 Use of Trademark.  Each Member, by acceptance of a deed for his or
her Resort Property, whether or not it shall be so expressed in any such deed or
other conveyance, shall be deemed to acknowledge that "The Canyons" is a service
mark and trademark of ASC Utah or its licensees,  and to covenant that he or she
shall not use the term "The Canyons"  without the prior  written  consent of ASC
Utah.

         7.12 Partial Invalidity. The invalidity or unenforceability of any term
or provision of this  Agreement by the  application of such term or provision to
any person or  circumstance  shall not impair or affect  the  remainder  of this
Agreement,  and its  application  to other  persons  and  circumstances  and the
remaining terms and provisions  hereof shall not be invalidated but shall remain
in full force and effect.

         7.13 Entire  Agreement.  This  Agreement  supersedes  any and all prior
agreements  or  understandings  between the parties  with respect to the subject
matter of this Agreement.

         7.14  Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah.

         7.15 No Easements by Prescription.  No easements,  licenses, leases, or
other property  interests shall be acquired by any party hereto or by the public
by adverse  possession or by  prescription.  The parties  agree that  landowners
whose property is burdened by a license or easement hereunder shall be permitted
from time to time to reasonably deny access to any party not benefited hereunder
for purposes of preventing the  prescription of any public or private  licenses,
rights or way, or easements.

         7.16  Successors and Assigns.  This  Agreement  shall be binding on the
successors and assigns of the parties hereto.



         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
duly  authorized  representatives  of the parties as of the date first set forth
above.



<PAGE>



                                       ASC UTAH, INC., d.b.a. The Canyons



                                       By: /s/ Greg Spearn
                                         --------------------------------------
                                       Its Vice President

                                       AMERICAN SKIING COMPANY
                                       RESORT PROPERTIES, INC.


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



                                       WOLF MOUNTAIN RESORTS, L.C.

                                       ----------------------------
                                       By:
                                       Its



                                       THE CANYONS RESORT
                                       VILLAGE ASSOCIATION, INC.


                                       By:
                                       Its


STATE OF UTAH
COUNTY OF SUMMIT, ss

     Then personally  appeared before me the above named Greg Spearn in his said
capacity and acknowledged the foregoing to be his free act and deed and the free
act and deed of ASC Utah, Inc., d.b.a. The Canyons.

                                       Before me,

                                        /s/ Spencer G. Sanders
                                         --------------------------------------
                                       Notary Public
                                       Name: Spencer G. Sanders

STATE OF UTAH
COUNTY OF SUMMIT, ss

     Then personally  appeared before me the above named Edward L. Grampp in his
said capacity and acknowledged the foregoing to be his free act and deed and the
free act and deed of ASC Utah, Inc., d.b.a. The Canyons.

                                       Before me,

                                        /s/ Spencer G. Sanders
                                         --------------------------------------
                                       Notary Public
                                       Name: Spencer G. Sanders


STATE OF ___________________
COUNTY OF ________________, ss

         Then    personally    appeared    before    me    the    above    named
_____________________  in his said capacity and acknowledged the foregoing to be
his free act and deed and the free act and deed of Wolf Mountain Resorts, L.C.

                                                              Before me,


                                                              Notary Public
                                                              Name:


STATE OF ________________
COUNTY OF ________________, ss

         Then    personally    appeared    before    me    the    above    named
_____________________  in his said capacity and acknowledged the foregoing to be
his free act and deed and the free act and deed of The  Canyons  Resort  Village
Association, Inc.

                                                              Before me,


                                                              Notary Public
                                                              Name:


                                  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






<PAGE>


                                    EXHIBITS

EXHIBIT A:                 List of Participants

EXHIBIT B:                 The Canyons Resort Village - Easement Plan

EXHIBIT C:                 Plan of Resort Village Development