ATL/602784.1
                              FORBEARANCE AGREEMENT

         THIS FORBEARANCE  AGREEMENT  ("Agreement") is made as of the 8th day of
March, 1999,  between AMERICAN SKIING COMPANY RESORT  PROPERTIES,  INC., a Maine
corporation ("Borrower") and BANKBOSTON, N.A., as agent ("Agent");

                                   WITNESSETH:

         IN  CONSIDERATION of Ten and No/100 Dollars ($10.00) and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  undersigned  Agent and Borrower hereby covenant and agree as
follows:

         1.       Definitions:

         "Existing Deed of Trust" means that certain  Combination Deed of Trust,
Security  Agreement  and Fixture  Financing  Statement  by Grand  Summit  Resort
Properties,  Inc.  ("Grand  Summit") in favor of Textron  Financial  Corporation
("Textron")  as transferred  and assigned to Agent by that certain  Transfer and
Assignment of Documents and Instruments as of even date (the "Transfer"),  being
recorded in Official  Record Book ____,  Page ___,  Routt County,  Colorado,  as
amended.

         "Exit Fee" means the fee earned  and  payable in  accordance  with that
certain Fee and Expense Letter dated as of even date from Borrower.

         "Forbearance Period" means the period of time beginning on even date to
and through 5:00 p.m., Eastern Standard Time, April 16, 1999.

         "Guarantor" means Grand Summit.

         "Guaranty"  means that  certain  Unconditional  Guaranty of Payment and
Performance of even date by Guarantor in favor of Agent.

         All terms not otherwise defined herein shall have the meaning set forth
in the Amended and Restated Credit Agreement dated as of January 8, 1999 between
Borrower and Agent ("Credit Agreement").

         2.  Acknowledgment of Default:  Borrower hereby acknowledges and agrees
that an Event of Default  has  occurred  under the Credit  Agreement  including,
without  limitation,  the breach of the representation and warranty set forth at
Section 5.28 and the covenants set forth at Sections 6.12 and 9.19 of the Credit
Agreement. The breach of the foregoing representation and warranty and covenants
are hereby referred to as the "Existing Event of Default."



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                                       -3-
ATL/602784.1
         3. Cure of Existing  Event of Default:  Borrower  agrees to  diligently
pursue the cure of the Existing Event of Default during the Forbearance  Period.
Borrower  acknowledges  and  recognizes  that the cure of the Existing  Event of
Default  shall  mean the  closing  of  financial  facilities  in an  amount  and
conditions sufficient to cause the warranty set forth at Section 5.28 to be true
and  correct in all  respects  and the  Borrower  to be in  compliance  with the
covenants at Sections 6.12 and 9.19. Said differently, Borrower shall obtain and
close  construction loans sufficient when combined with the proceeds of the Loan
as provided in the Budget for the project  entitled  Grand  Summit at  Steamboat
("Grand  Summit  Project")  in  accordance  with the  plans  and  specifications
previously  approved by Textron with respect to the Permitted  Construction Loan
in favor of Textron and to repay the [$3,000,000]  advance of even date by Agent
to Borrower for disbursement to Grand Summit. The foregoing [$3,000,000] amount,
when repaid, shall be deposited directly in the General Cash Collateral Account.

         4.  Forbearance:   Agent  hereby  agrees  to  forbear  from  commencing
foreclosure  proceedings  under the Security  Agreements  during the Forbearance
Period provided that Borrower complies with the following conditions:

               (a)  No additional Default or Event of Default exists or occurs;

               (b)  Borrower  utilizes  its  absolute  best  efforts to cure the
                    Existing  Event of Default and  communicates  and cooperates
                    with the Agent in all respects;

               (c)  The Guaranty remains in full force and effect;

               (d)  The Guaranty and the Lender  Obligations  are secured by the
                    Existing Deed of Trust;

               (e)  Neither  the  Guarantor  nor the  Borrower  experiences  any
                    "financial difficulties" as referenced in Section 12.1(e) of
                    the Credit Agreement;

               (f)  All of the documents  described in the Transfer are provided
                    to Agent on or before March 10, 1999;

               (g)  Neither the  Guarantor  or the  Borrower  asserts any claim,
                    counterclaim, or allegation against the Agent.

         In the event of the  occurrence  of any of the  foregoing  events,  the
provisions  of this Section 4 of the  Forbearance  Agreement,  but not the other
sections,  shall  automatically no longer be of full force and effect. Upon such
occurrence,  however,  the remaining provisions of this Agreement shall continue
to remain in full force and effect.

         5. Exit Fee:  Borrower hereby agrees to pay to BankBoston,  N.A. in its
individual  capacity  ("BKB")  the Exit Fee upon the sooner to occur of: (i) the
payment of the Outstanding  Amount;  (ii) the occurrence of an Event of Default;
or (iii) the maturity  date of the Lender  Obligations.  Borrower  hereby agrees
that the Exit Fee has been  earned  by BKB on even  date and that  Borrower  has
received good and adequate consideration for such agreement in that the Borrower
has received certain  financial  accommodations  on even date by BKB in favor of
the Borrower.  The Exit Fee shall be secured by the Lender Agreements;  shall be
payable exclusively to BKB and not to any other Lender; and shall be subordinate
to the  payment of the  principal  and  interest of the Notes as provided in the
Credit Agreement.  Accordingly, in the event of the payment of the Notes and all
other Lenders Obligations,  the Lender Agreements shall remain in full force and
effect to secure the payment of the Exit Fee and shall benefit BKB exclusively.

         6.  Steamboat  Mortgage:  Grand  Summit has on even date  modified  the
Existing  Deed of Trust to  cause  the  Existing  Deed of  Trust to  secure  the
Outstanding Amount.  Accordingly,  all references in the Credit Agreement to the
Security Agreements and the Lender Agreements shall include the Existing Deed of
Trust and all other collateral  documents  conveyed to the Agent on even date in
connection therewith.

         7.  Warranty.  Borrower  warrants and  represents to Agent that the AIA
Construction  Contract provided to Agent of even date regarding the Grand Summit
Project is complete and accurate in all respects,  including but not limited to,
the costs to complete the Grand Summit Project.  Borrower  further  warrants and
represents  that no reason exists which may prevent the immediate and continuous
development of the Grand Summit Project.

         8.  Amendment  of Credit  Agreement:  This  Agreement  shall  amend any
contrary terms and conditions of the Credit Agreement.

         9.   Release:   Borrower   hereby   releases   BKB  from  all   claims,
counterclaims, causes of action or liability whatsoever.

         10.  Bankruptcy  Relief.  Agent is and shall be entitled to relief from
the automatic  stay pursuant to U.S.C.  Sec.  362(d) to pursue all of its rights
and remedies under the Credit  Agreement,  Lender  Agreements and this Agreement
and relevant  state law.  Borrower  shall  consent to and shall no oppose relief
from the automatic  stay without  condition to permit Agent to pursue all of its
rights and  remedies  under the Credit  Agreement,  Lender  Agreements  and this
Agreement and relevant state law.

         11. Third Party  Beneficiaries:  Borrower hereby agrees that any Lender
that may enter into the Credit  Agreement from time to time shall  automatically
be a  beneficiary  of  this  Agreement  without  the  execution  of any  further
documents by Borrower.

         12. Further Assurances. At any time and from time to time, upon request
of Agent, Borrower shall make, execute and deliver or cause to be made, executed
and  delivered  to Agent any and all  documents,  including  but not limited to,
modifications  to the Credit  Agreement,  which documents may, in the reasonable
opinion of Agent,  be necessary or desirable in order to  effectuate,  complete,
evidence,  or perfect (a) the obligations of Borrower under this Agreement,  and
(b) the lien and security interests described herein.

         13. Time of Essence: Time is of the essence in this Agreement.

         14.  Governing Law: This Agreement shall be governed by the laws of the
State of Georgia.

         15.   Counterparts:   This   Agreement  may  be  executed  in  multiple
counterparts.


         IN WITNESS WHEREOF, the undersigned Borrower has caused this instrument
to be  executed  by its duly  authorized  corporate  officer  and its seal to be
affixed hereto as of the day and year first above written.

                                 AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.

                                 By: /s/ Christopher E. Howard
                                     -----------------------------------------
                                      Christopher Howard
                                      Senior Vice President


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         IN WITNESS WHEREOF, the undersigned Agent has caused this instrument to
be  executed by its duly  authorized  officer as of the day and year first above
written.

                                 BANKBOSTON, N.A., as Agent

                                 By: /s/ Paul F. DiVito
                                     ------------------------------------------
                                     Paul F. Divito
                                     Managing Director